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IFDA Bylaws

Chapter I: Name and Purpose

Section 1: The name of this not-for-profit corporation is the IOWA FUNERAL DIRECTORS ASSOCIATION. The principal place of business of this Corporation shall be at 1454 – 30th Street, Suite 204 in West Des Moines, Polk County, Iowa.

Section 2: The Iowa Funeral Directors Association will advance and protect the funeral profession through advocacy, education, and business resources.

The Iowa Funeral Directors Association will continuously promote and support funeral service excellence.

The Iowa Funeral Directors Association will act and respond aggressively to the demands of a changing society by educating and training funeral service professionals to perform their appropriate responsibilities during times of dying, death and bereavement with the highest principles and dignity.

The Iowa Funeral Directors Association will research, write, publish, disseminate materials and assist in the development, enactment and enforcement of legislation for the protection of its members and the general public to further the above-mentioned goals.

Chapter II: Membership

Section 1: Application for membership shall be made according to policies determined by the Board of Governors and accompanied by the appropriate membership fees.

Section 2: The matter of renewal of the memberships in this Corporation shall be within the exclusive jurisdiction and control of the Board of Governors.

Section 3: All applicants for membership shall be referred to the Membership Committee, who shall examine the applicants as to their qualifications as defined in the Bylaws of this Corporation.

Section 4: The Membership Committee shall refer all applicants recommended for membership to the Board of Governors for approval.

Section 5: Unless otherwise provided in these Bylaws, all members in good standing shall be eligible to attend all meetings, vote and hold office.

Section 6: Category of membership may change during the year based on change of residency and circumstances of employment.

Section 7: Membership shall be in one of the following classifications:

A. Funeral Establishment: A funeral establishment is defined as a place of business as defined by the Iowa Board of Mortuary Science devoted to providing any aspect of mortuary science. This includes all branches associated with the Funeral Establishment. These dues shall consist of dues for at least one affiliate and assessments related to the funeral establishment.

 

B. Affiliate Member: Any Iowa resident holding an Iowa funeral directors license who owns or is employed by a member funeral establishment may become an AFFILIATE MEMBER of the Iowa Funeral Directors Association. Such members shall receive all benefits of membership.

 

C. Individual Member: Any Iowa resident holding an Iowa funeral directors license and who is employed by a funeral establishment that is not a Member Funeral Establishment of the Association may become an INDIVIDUAL MEMBER of the Iowa Funeral Directors Association, provided that they and/or the members of their immediate family (spouse, children, parents, brothers and sisters) do no hold a total of more than five (5) percent ownership in the employing funeral establishment. Individual members shall provide IFDA with a home address, personal e-mail address and phone number as their contact information for membership. Individual members shall be entitled to notification of and attendance at all IFDA continuing education opportunities, including district meetings.

 

D. Associate Member: Any Iowa resident holding an Iowa funeral directors license who is not employed as a funeral director in a funeral establishment may become an ASSOCIATE MEMBER of the Association. Associate members shall receive all the benefits of membership, except that of holding office.

 

E. Out of State Members: Nonresident membership may be held by an individual residing in and engaged in practice in another state, provided that the applicant for membership in this category is a member of the state association in the state of residence and does not own or is not employed by or is not affiliated with a funeral establishment located in Iowa. The nonresident member shall not be entitled to vote or hold office but shall receive all other benefits of membership.

 

F. Honorary Members:

 

1. Retired: A member who has reached the age of 62, is duly licensed and not affiliated with a funeral establishment may become a RETIRED MEMBER of the Association under the Retired category. Such member shall not be entitled to hold office but may vote and receive all other benefits of membership. This retired category will be charged dues in accordance with the rate set by the IFDA.

2. Honorary: Persons who have been in good standing with the IFDA after reaching retirement or ill health, and no longer receive continuing education hours, may become HONORARY MEMBERS of the Association. Such members may not hold office but shall be entitled to vote and receive all other benefits of membership.

 

G. Intern Member: Prospective Iowa licensees presently employed as funeral director trainees of a member funeral establishment may become an INTERN MEMBER of the Iowa Funeral Directors Association for a period not to exceed the term of their internship. Intern members may not vote or hold office but shall be entitled access to online publications.

 

H. Student Member: Prospective Iowa licensees presently enrolled on a full-time basis in a mortuary science program may become a STUDENT MEMBER of the Iowa Funeral Directors Association. Student members may not vote or hold office but shall be entitled access to online publications.

 

I. Allied Member: Any individual who is not a licensee employed by a business that provides merchandise, supplies or services relating to the business of IFDA members and the funeral service industry as a whole shall be eligible for Allied Membership in IFDA. Allied members shall not be entitled to vote or hold office.

 

Section 8: All members of the Iowa Funeral Directors Association will be assigned to a District based on their geographic location. Districts are identified in these Bylaws in Chapter IX, Section 3.

Any member of the Iowa Funeral Directors Association may attend a District Meeting that is not within his/her own District. That member may question, discuss and vote on any IFDA business that has been presented at the meeting. That member may not vote for District Officers in the District he/she is visiting.

Chapter III: Dues

Section 1: Membership dues shall be established by the Board of Governors using the classification found in Chapter II, Section 7 of these Bylaws. Dues shall be increased annually by an amount linked to the consumer price index for all urban consumers (CPI-U). Dues shall be payable on or before January 1 of each year and payment is for that calendar year.

Section 2: Every member failing to pay his/her dues within thirty (30) days from the due date shall be delinquent. If such delinquent dues are not paid on or before February 1, the membership shall be terminated. No member shall be permitted to exercise any right or privilege of membership while his/her membership is terminated.

Section 3: Any member dropped for non-payment of dues may be reinstated, subject to approval by the Board of Governors.

Section 4: All dues are non-refundable and non-transferrable.

Chapter IV: Meetings of Members

Section 1: Annual Meeting - The annual meeting of members shall be held in the month of May each year on a date as the Board of Governors s shall by resolution specify, or on such other date as the Board of Governors shall by resolution specify.

Section 2: Special Meetings - Special meetings of the members may be called by the President or the Board of Governors , and shall be called by the Board of Governors upon the written demand, signed, dated and delivered to the Secretary - Treasurer of not less than one-tenth of the members having voting rights. Such written demand shall state the purpose or purposes for which such meeting is to be called. The time, date and place of any special meeting shall be determined by the Board of Governors or by the President. Unless otherwise provided in the Articles of Incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

Section 3: Place of Meeting - The Board of Governors may designate any place, either within or outside of the state of Iowa, as the place of meeting for any annual meeting or for any special meeting called by the Board of Governors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Iowa.

Section 4: Notice of Meetings - Notice stating the place, day and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting, not less than twenty (20) nor more than sixty (60) days before the date of such meeting or if notice is mailed by other than first class or registered mail not less than 30 days before the date of the meeting. In case of a special meeting or when required by statute or by these bylaws, the purposes for which the meeting is called shall be stated in the notice. Notice may be communicated in person, by mail, or other method of delivery, or by telephone, voice mail, or other electronic means. Written notice by the corporation to its members, if in a comprehensible form, is effective according to one of the following: (i) upon deposit in the United Sates mail, if mailed post-paid and correctly
addressed to the member’s address shown in the corporation’s current record of members; or (ii) when electronically transmitted to the member in a manner authorized by the member.

Section 5: Waiver of Notice -

(a) Any member may waive any notice required by law or these Bylaws if in writing and signed by any member entitled to such notice, whether before or after the date and time stated in such notice. Such a waiver shall be equivalent to notice to such member in due time as required by law or these Bylaws. Any such waiver shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A member’s attendance at a meeting, in person or by proxy, waives (i) objection to lack of notice or defective notice of such meeting, unless the member at the beginning of the meeting or promptly upon the member’s arrival objects to holding the meeting or transacting business at the meeting, and (ii) objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 6: Record Date - The Board of Governors may fix, in advance, a date as the record date for any determination of members for any purpose, such date in every case to be not more than seventy (70) days prior to the date on which the particular action or meeting requiring such determination of members is to be taken or held. If a record date is not fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board of directors selects a new record date or unless a new record date is required by law.

Section 7: Members’ List - After fixing a record date for a meeting, the Secretary-Treasurer shall prepare an alphabetical list of the names of all members who are entitled to notice of a members’ meeting. The list must show the address of and number of votes entitled to be cast at the meeting by the member. The members’ list must be available for inspection by any member beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member, or a member’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of law, to copy the list, during regular business hours and at the person’s expense, during the period it is available for inspection. The corporation shall make the members’ list available at the meeting, and any member, or a member’s agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.

Section 8: Quorum - Ten percent (10%) of the members entitled to vote shall constitute a quorum for the transaction of business and if a quorum exists, action on a matter is approved if the votes cast by the members favoring the action exceed the votes cast opposing the action, unless a greater number is required by law.

Section 9: Ballot Voting - An action based on a written ballot may be taken provided the number of votes cast meets the quorum and number of approvals meets the number requirements set forth in Section 3.8. A written ballot may be transmitted, and a vote may be cast on that ballot electronically in accordance with Article XIII (Electronic Transmission) of these Bylaws.

Section 10: Informal Action by Members - Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by at least eighty (80) percent of the members entitled to vote with respect to the subject matter of the action. The member consent may be transmitted electronically in accordance with Article XIII. Written notice of member approval must be given to all members who have not signed the written consent. If written notice is required, member approval shall be effective ten days after such written notice is given. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take the corporate action.

Chapter V: Termination, Resignation and Reinstatement of Membership

Section 1: Expulsion, Suspension or Termination of Membership - Membership in the Association may be terminated by action of the Board of Governors:

1. for failure to pay dues on or before February 1 of the current fiscal year.

2. for revocation of license of a member by the Iowa Board of Mortuary Science or similar state board; or

3. The Board of Governors, by affirmative vote of two-thirds of all of the members of the board, may expel, suspend or terminate a member for cause after providing not less than fifteen (15) days’ notice to the member of the proposed expulsion, suspension, or termination and reasons therefor and an opportunity for a hearing.

Section 2: Resignation - Any member may resign by filing a written resignation with the IFDA Secretary-Treasurer, but resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.

Section 3: Change of Membership Category - Changes from an Iowa residency or an employment category will result in a change of membership category.

Section 4: Transfer of Membership - Membership in this corporation is not transferable or assignable.

Section 5: Reinstatement - Upon written request signed by a former member and filed with the IFDA Secretary-Treasurer, the Board of Governors may, by the affirmative vote of two-thirds of all of the members of the board, reinstate the former member to membership upon such terms as the Board of Governors may deem appropriate.

Chapter VI: Nomination and Election of Officers

Section 1: The Board of Governors shall not less than ninety (90) days prior to the Annual Meeting of the Corporation nominate one (1) or more members of the Association for the offices of President-elect, and Secretary/Treasurer. Notice of the nominations so made by the Board shall be given to the members of the Corporation by the Secretary/Treasurer within fifteen (15) days thereafter.

Section 2: Additional nominations to any of said offices may be made by a petition signed by not less than twenty-five (25) voting members of the Corporation and filed with the Secretary/Treasurer not less than sixty (60) days prior to the Annual Meeting. Notice of the nominations so made by petition shall be given in advance of the Annual Meeting.

Section 3: The election of officers shall be held at the Annual Meeting on ballots provided to the membership no less than fifteen (15) days prior to the opening of the Annual Meeting. The marked ballot must be received in the IFDA Office by the day preceding the opening of the Annual Meeting. If they are not returned to the IFDA Office, the ballots must be delivered into the hand of the election tellers at the desk of the Annual Meeting no later than one-half (1/2) hour before the beginning of the business session on the day designated for the election.

Chapter VII: Officers

Section 1: The officers, except President and Immediate Past President shall be elected annually by the members in good standing, as set forth in Chapter IV above and shall serve from the adjournment of such annual meeting until the adjournment of the next annual meeting or until their respective successors shall be elected or appointed and qualified. Nominations to office shall be made only in such manner as may be provided in the Bylaws of this Corporation.

Section 2: All officers’ terms shall be for one year. No member of this Corporation shall hold more than one (1) office at the same time. No officer shall hold the same office for more than two (2) years in succession.

Section 3: No member of the Iowa Board of Mortuary Science shall hold an elective office of this Corporation.

Section 4: The Board of Governors in its discretion may appoint an IFDA staff person as Assistant Secretary/Treasurer as necessary.

Section 5: The officers of the Association shall reside in the state of Iowa.

Chapter VIII: Duties of Officers

Section 1: It shall be mandatory to be a member of the National Funeral Directors Association for an individual to become an officer of the Iowa Funeral Directors Association.

Section 2: President. The President shall:

1. Serve as chief executive officer of the Association and preside at all meetings of the Association, the Board of Governors and the Executive Committee. Shall be a member of the Board of Governors and act as its Chair. Shall be an ex officio member of all committees.

2. Appoint necessary committees and their members, with the consent of the Executive committee, except as otherwise provided in these Bylaws.

3. See that all lawful orders and resolutions of the members of the Association, the Board of Governors and the Executive Committee are carried out.

4. Report on the affairs of the Association and offer such recommendations as he/she deems proper at the Annual Meeting.

5. Perform such other duties as may be directed by the Board of Governors. In addition, the President shall perform all such duties as custom and parliamentary usage requires.

6. With the consent of the majority of the Board of Governors, the President shall have power to call meetings of the Association.

7. The President shall be the custodian of the bonds of the officers and the agents of the Association, and in the absence of the Secretary/Treasurer shall have the authority to sign Association drafts.

Section 3: President-elect. The President-elect shall:

1. Assist the President in the performance of his/her duties.

2. Preside at meetings of the Association, the Board of Governors and the Executive Committee in the absence of the President.

3. Appoint committees, with the consent of the Executive Committee, which will serve during his/her term as President, unless otherwise provided in these Bylaws.

4. Become acting President in the event of a vacancy in that office.

5. After having served one (1) year, become President, unless removed.

Section 4: Secretary/Treasurer. The Secretary/Treasurer shall:

1. Subject to the order of the Board of Governors, be responsible for the custody of all moneys, securities, deeds and records belonging to the Association.

2. Assure minutes of the Annual Meetings, Board of Governors meetings and Executive Committee meetings are documented and distributed.

3. Assure that notice of the meetings to the members of the Association and meetings of the Board of Governors when required herein or in the Constitution are distributed.

4. Be a member of the Funeral Services of Iowa, Inc. Board of Directors.

5. Perform such other duties as may be directed by the Board of Governors.

Section 5: Policy Board Representative. In addition to the duties set forth in this Chapter VIII, an officer may also be appointed hereunder to serve as the State Association’s Representative to the NFDA Policy Board. Beginning with the President-Elect elected in 2016 and every three years thereafter, the President-Elect will be appointed as the Policy Board Representative and shall serve a three-year term through his or her terms as President-Elect, President and Immediate Past President of the State Association. In the event that the designated Policy Board Representative is unable to serve, the Secretary/Treasurer shall serve as the alternate Policy Board Representative for the State Association. The Policy Board Representative shall:

1. Report on the affairs of the NFDA Policy Board to the Board of Governors and the membership.

2. Serve as the primary conduit between the State Association and NFDA.

Section 6: Immediate Past President. The Immediate Past President shall:

1. Serve as chair of the Past Presidents Advisory Council.

2. Perform a review of the bylaws and preside as chair during a bylaws review meeting of the Past Presidents Advisory Council when necessary.

3. Perform such other duties as may be directed by the Board of Governors.

Section 7: The Executive Committee shall consist of the President, President-elect, Secretary/Treasurer, and Immediate Past President of the Association. During the intervals between meetings of the Board of Governors, the Executive Committee, unless restricted by resolution of the Board, shall act on any matter brought before it, including, but not limited to, statements of policy, employment and discharge of Executive Director, setting Executive Director salary and other similar matters. All action taken by the Executive Committee shall be reported to the Board of Governors and shall be subject to revision or rescission by the Board of Governors. In every case, the affirmative vote of a majority of the members of the Executive Committee shall be necessary for the approval of any action. The Executive Committee shall meet at the call of the President or any two (2) members thereof and shall keep a written record of all actions taken by it.

Chapter IX: Board of Governors

Section 1: The business of this Corporation shall be conducted by a Board of Governors, the official membership of which shall consist of the Governor elected in each district together with the officers of this Corporation. No member of the Board of Governors shall hold more than one (1) elective office at the same time. Any Board member who has received disciplinary action from the Iowa Board of Mortuary Science, the Iowa Insurance Division, and/or the Iowa Department of Revenue shall not be allowed to serve on the Board during the duration of the punishment for such disciplinary action. Each District governor shall not serve more than one (1) successive three (3) year term unless having fulfilled an unexpired term. Governors shall be replaced on a three (3) year rotation, with three (3) governors replaced each of the first two (2) years and two (2) Governors replaced in the third year.

Section 2: All members of the Board of Governors will annually sign an agreement that they understand and will comply with their Fiduciary Duties as a member of the Board of Governors, including the Duty of Loyalty, Duty of Care, and Duty of Confidentiality. Board members are not allowed to put their own personal interests above the interests of the organization when they are conducting business. All members of the Board of Governors also agree to adhere to all policies set by the Board of Governors.

Section 3: 

 A. There shall be Board of Governors districts as follows:

District 1 shall consist of the following counties: Howard, Winneshiek, Allamakee, Chickasaw, Bremer, Fayette, Clayton, Blackhawk, Buchanan, Delaware and Dubuque.

District 2 shall consist of the following counties: Tama, Benton, Linn, Jones, Jackson, Iowa, Johnson, Cedar, Clinton, Scott and Muscatine.

District 3 shall consist of the following counties: Keokuk, Washington, Louisa, Lucas, Monroe, Wapello, Jefferson, Henry, Des Moines, Wayne, Appanoose, Davis, Van Buren and Lee.

District 4 shall consist of the following counties: Pottawattamie, Cass, Adair, Madison, Mills, Montgomery, Adams, Union, Clarke, Fremont, Page, Taylor, Ringgold and Decatur.

District 5 shall consist of the following counties: Woodbury, Ida, Sac, Calhoun, Monona, Crawford, Carroll, Greene, Harrison, Shelby, Audubon and Guthrie.

District 6 shall consist of the following counties: Boone, Story, Marshall, Dallas, Polk, Jasper, Poweshiek, Warren, Marion and Mahaska.

District 7 shall consist of the following counties: Lyon, Osceola, Dickinson, Emmet, Sioux, O’Brien, Clay, Palo Alto, Plymouth, Cherokee, Buena Vista and Pocahontas.

District 8 shall consist of the following counties: Kossuth, Winnebago, Worth, Mitchell, Hancock, Cerro Gordo, Floyd, Humboldt, Wright, Franklin, Butler, Webster, Hamilton, Hardin and Grundy.

Upon recommendation of the Board of Governors, any district may be divided, and new districts created by a majority vote at any meeting of this Association.

B. The Board of Governors shall attend annual meetings and conduct and transact all business of this Association not in these Articles of Incorporation and Bylaws assigned to one of the standing committees or by motion or resolution especially referred to a special or standing committee.

C. The Board of Governors shall fix and approve a budget for the Association each year and shall supervise all matters pertaining to the expenditures and disbursements of funds of the Association in such manner and by such means as it shall from time to time determine but not in a manner inconsistent with the Articles of Incorporation or Bylaws of this Association.

D. It may employ an Executive Director and shall be empowered to contract for the services of a legal counsel who shall represent the Association at all times. All matters pertaining to the welfare of the Association shall be referred to the Board of Governors.

E. After the annual meeting of the Association has adjourned, the Board of Governors shall have full powers to transact any and all business of the Association.

F. In case a vacancy occurs in the office of President-elect or Secretary/Treasurer, the vacancy shall be filled by appointment of the Board of Governors. A vacancy in the office of Immediate Past President shall remain vacant until the next annual meeting of the Association.

G. The Board of Governors must have the accounts of the Secretary/Treasurer audited annually or more often if deemed necessary and shall make an annual report of the Association’s financial condition at the annual meeting.

H. Should any vacancy occur on the Board of Governors, the District shall meet to elect a new Governor.

I. The Board of Governors shall meet at any time upon timely notice of the members by the President or Secretary/Treasurer. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board of Governors, unless the act of a greater number is required by law or by these Bylaws.

J. Such meetings of the Board may be held on the timely call of the President or upon request of any four (4) Board members filed with the Secretary/Treasurer and upon filing such a request, the Secretary/Treasurer shall at once issue a call for such special meeting to be held not less than two (2) or no more than fourteen (14) days thereafter. If the call be through a request of members, then the purpose of the meeting shall be stated in the request of such call.

K. The board of directors may hold its meetings at such place or places within or without the State of Iowa, as the board may from time to time determine. A director may participate in any meeting by any means of communication, including, but not limited to telephone conference call, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

L. The Board of Governors shall require bonds from the Executive Committee and all full-time employees. The Board may also require like bonds from any other officers or employees. The premium of such bonds shall be paid by the Association.

M. A majority of the Board of Governors shall constitute a quorum to transact business.

Section 4: The Governor’s duties shall include the following:

1. The duly elected Governor of each District shall be the contact person between the Association Office and the membership of the District which he/she represents. The Governor is therefore the voting member on the Board of Governors for his/her District.

2. It will be expected that the Governor will attend all meetings of the Board of Governors and Officers as they are scheduled.

3. The Governor will be responsible to hold at least three (3) meetings annually within his/her district, or in conjunction with one or more other Districts, and whenever possible, will offer a minimum of one (1) hour credit of continuing education.

4. Serve on Standing Committees as appointed by the President.

5. Advise and assist the Officers of the Association in carrying out their duties.

6. Support and defend all policies of the Association as stated in the Articles of Incorporation and the Bylaws and/or adopted by the Board of Governors.

7. Perform special assignments upon the request of the President or Board of Governors.

Section 5: Notice - Notice of any meeting of the Board of Governors shall be given at least two days previously by written notice delivered personally or sent by mail, fax or other electronic means to each director at the director’s address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice is given by fax or other electronic means, it shall be deemed to be delivered when successfully transmitted to the recipient. Any Officer or Governor may waive notice of any meeting. The attendance of an Officer or a Governor at any meeting shall constitute a waiver of notice of such meeting, except where an Officer or Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 6: Informal Action by Directors - Any action required by law to be taken at a meeting of Officers and/or Governors, or any action which may be taken at a meeting of officers and/or Governors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the Officers and Governors. The Officer and or Governor consent may be transmitted electronically in accordance with Article XIII (Electronic Transmission) of these bylaws. An Officer’s or a Governor’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to the delivery to the corporation of unrevoked written consents signed by all of the Board of Governors.

Chapter X: Actions Related To Board Members Up To And Including Removal From Office

Section 1: A Board member, whether an Officer or Governor, may be removed from office at any time, with or without cause, by the Board of Governors. Removal of an Officer or Governor requires a two-thirds (2/3) vote of the Board of Governors present at a formally called meeting at which a quorum is present. The unexpired term of a removed Officer is to be completed by the next Officer in succession with the office of Secretary-Treasurer filled by appointment by the Board of Governors and the office of the Immediate Past President to remain vacant until election at the next annual meeting of the Association.

Section 2: If a written complaint regarding the conduct of an Officer is received from a member of IFDA or from a Board member, the following procedure will be followed unless a majority of the Board of Governors present at a meeting at which a quorum is present decides to proceed differently:

(A) The Board of Governors will appoint a panel consisting of four (4) Governors to investigate the written complaint.

(B) Upon completion of their investigation, the panel may find the complaint to be unfounded, issue a written warning to the Officer who is the subject of the complaint, recommend that such Officer be removed by the Board of Governors, or take such other action deemed appropriate.

(C) If the panel issues a written warning upon completion of their investigation under paragraph (B) above, and the panel determines thereafter that the Officer has not complied with such written warning, the panel may make a recommendation to the Board of Governors that such Officer be removed. Should an original panel member cease to be available for any reason, the Board of Governors shall appoint a replacement Governor to serve on the panel.

(D) Removal of an Officer requires a two-thirds (2/3) vote of the Board of Governors present at a formally called meeting at which a quorum is present. The unexpired term of a removed Officer is to be completed by the next Officer in succession with the office of Secretary-Treasurer filled by appointment by the Board of Governors and the office of the Immediate Past President to remain vacant until election at the next annual meeting of the Association.

(E) Nothing contained in this Section shall be construed as requiring a written complaint before the Board of Governors can proceed with removal, requiring that any specific procedure be followed by the Board of Governors before voting on removal, or otherwise in any way limiting the ability of the Board of Governors to remove an Officer under Section 1 above.

Section 3: If a written complaint regarding the conduct of a Governor is received from the District or from a Board member, the following procedure will be followed unless a majority of the Board of Governors present at a meeting at which a quorum is present decides to proceed differently:

(A) The Executive Committee will investigate the written complaint.

(B) Upon completion of their investigation, the Executive Committee may find the complaint to be unfounded, issue a written warning to the Governor who is the subject of the complaint, recommend that such Governor be removed by the Board of Governors, or take such other action deemed appropriate.

(C) If the Executive Committee issues a written warning upon completion of their investigation under paragraph (B) above, and the Executive Committee determines thereafter that the Governor has not complied with such written warning, the Executive Committee may make a recommendation to the Board of Governors that such Governor be removed.

(D) Removal of a Governor requires a two-thirds (2/3) vote of the Board of Governors present at a formally called meeting at which a quorum is present.

(E) Nothing contained in this Section shall be construed as requiring a written complaint before the Board of Governors can proceed with removal, requiring that any specific procedure be followed by the Board of Governors before voting on removal.

Chapter XI: Standing and Special Committees

Section 1: IFDA recognizes the following Standing Committees: Education, Legislative, Membership, and Past Presidents Advisory Council

Section 2: The Education Committee shall have charge of all matters pertaining to training opportunities for funeral directors in this State. It shall function under the direction of the Board of Governors and shall consist of at least six (6) members.

Section 3: The Legislative Committee shall have charge of all matters pertaining to legislation affecting the funeral directors of this State. It shall function under the direction of the Board of Governors. This committee shall consist of at least six (6) members.

Section 4: The Membership Committee shall review all applicants in reference to eligibility for membership in this Association and shall, if satisfied recommend admission to the Board of Governors.

Section 5: The Past Presidents Advisory Council shall serve as a resource and in any capacity as requested by the President. The Committee shall be responsible for reviewing the Association’s Bylaws as necessary. This committee shall consist of five (5) Immediate Past Presidents who are members in good standing and be chaired by the Immediate Past President of the IFDA. The last member shall be replaced each year with the incoming Past President. A full term shall be five (5) years. With the exception of the Immediate Past President, no member of the Past Presidents Advisory Council can serve on the IFDA Board of Governors until their time on the Past Presidents Advisory Council is complete.

Section 6: Unless the Bylaws otherwise specifically provide, the committees shall have members appointed annually by the President and consist of three (3) or more licensed members.

Section 7: No recommendations of any committee for action by the Association shall be considered until they are first presented to the Board of Governors and approved by it.

Section 8: Meetings of each committee shall be held upon call of its chair.

Chapter XII: Books and Records

Section 1: Books and Records - The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Governors and committees having any of the authority of the Board of Governors and shall keep at the registered or principal office a record identifying the names and addresses of the members entitled to vote as well as other documents required to be maintained pursuant to the Revised Iowa Nonprofit Corporation Act.

Section 2: Members' Rights to Information

A. A member of the corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the following records of the corporation:

(i) Articles or restated Articles of Incorporation and all amendments currently in effect;

(ii) Bylaws or restated Bylaws and all amendments currently in effect;

(iii) minutes of all members’ meetings and records of all action taken by members without a meeting, for the past three (3) years;

(iv) all written communications to members generally within the past three years, including the financial statements furnished for the past three (3) years;

(v) a list of the names and business addresses of the corporation’s current Governors and Officers; and

(vi) the corporation’s most recent biennial report delivered to the Iowa Secretary of State.

Provided the member shall have given the corporation written notice of the member’s demand at least five (5) business days before the date on which the member wishes to inspect and copy.

B. Subject to paragraphs (e) and (f) below, if a member makes a demand in good faith and for a proper purpose, the member describes with reasonable particularity the member’s purpose and the records the member desires to inspect, and the records requested, are directly connected with the member’s stated purpose, then the member shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation provided the member gives the corporation written notice of the member’s demand at least ten (10) business days before the date on which the member wishes to inspect and copy any of the following:

(i) excerpts from minutes of any meeting of the board of directors, records of any actions of a committee of the Board of Governors while acting in place of the Board of Governors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or the Board of Governors without a meeting to the extent not subject to inspection under paragraph (a) above;

(ii) accounting records of the corporation; and

(iii) the membership list of the corporation.

C. Upon written request from a member, the corporation, at its expense, shall furnish to that member the annual financial statements of the corporation, including a balance sheet and income statement and, if the annual financial statements are reported upon by a public accountant, that report must accompany them.

D. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records.

E. Without the consent of the Board of Governors, no corporate record may be obtained or used by any person for any purpose unrelated to the member’s interest as a member.

F. The corporation may, within ten (10) days after receiving a demand for the inspection of the membership list, deliver a written offer of an alternative method of achieving the purpose identified in the demand without providing access to or a copy of the membership list. A reasonable alternative may include a member-prepared communication mailed by the corporation at the expense of the member.

Section 3: Officer or Governor’s Access to Records – An Officer or Governor is entitled to entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the Officer or Governor’s duties as a part of the Board of Governors, including any duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

Chapter XIII: Electronic Transmission

“Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. Notice by electronic transmission is written notice. Notices and written consents may be given by electronic transmission. Each written consent given by electronic transmission shall contain an electronic signature of the person giving such written consent.

Chapter XIV: Indemnification

Indemnification of an employee or an officer not otherwise a director for any action or any failure to act (unless ordered by a court) shall be made upon a determination by a majority vote of a quorum of the Board of Governors that such indemnification is appropriate under the Revised Iowa Nonprofit Corporation Act. Any such indemnification shall be made on the same basis as indemnification afforded to directors under Article XIII of this Corporation’s Amended and Restated Articles of Incorporation.

Chapter XV: Antitrust Policy Statement

Mindful that contracts, combinations and conspiracies in restraint of trade or commerce are illegal, and that unfair methods of competition and unfair or deceptive acts in or affecting commerce are likewise unlawful, the Board of Directors of the Iowa Funeral Directors Association (IFDA) hereby adopts this Policy Statement:

1. It is the policy of IFDA not to violate any of the antitrust laws of the United States, the State of Iowa or any other state.

2. The only authorized meetings of IFDA are meeting: of duly appointed and authorized committees, the various Districts as they may be constituted from time to time, the Board of Governors and a quorum at the Annual Meeting . All meetings shall be regularly scheduled.

3. IFDA shall not engage in any form of price-fixing or restricting of advertising of prices. The following topics of discussion shall be avoided at all meetings:

a. Past, current or future prices.

b. What constitutes a “fair” profit level.

c. Possible increases or decreases in prices.

d. Standardization or stabilization of prices

e. Pricing procedures.

f. Cash discounts.

g. Credit terms.

h. Control of sales.

i. Allocation of markets.

j. Refusal to deal with a person or company because of pricing or distribution practices.

k. Whether or not the pricing practices of any member are unethical or constitute an unfair trade practice.

4. Members shall not make any agreement, formal or informal, to divide business or territories.

5. Membership criteria shall be fairly established in the Bylaws, with the intent not to deny membership except on the narrow grounds set forth therein.

6. IFDA shall not adopt any policy which restricts the ability of any member to compete.

7. IFDA shall not restrict members from dealing with nonmembers.

8. Member participation in a statistical reporting program shall be voluntary. Such programs shall be conducted in a manner which will not violate any antitrust laws.

9. Any service of the IFDA which is of competitive benefit shall be available to nonmembers upon request at a reasonably higher price than that charged members.

Chapter XVI: Fiscal Year

The fiscal year of the Association shall end on the 31st day of December in each year or on such other date as may be fixed from time to time by the Board of Directors.

Chapter XVII: Rules of Order

“Robert’s Rules of Order,” newly revised, shall be the guide and authority in all parliamentary matters arising in the meetings of the Corporation, Board of Governors and committees not provided for in these Bylaws.

Chapter XVIII: Amendments

These Bylaws may be amended by two-thirds (2/3) vote of the members present and voting at any regular meeting or special meeting called for the purpose, provided notice of such amendment has been given to each voting member at least ten (10) days before the time set for the meeting.

Chapter XIX: Non-Discrimination

The Iowa Funeral Directors Association shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, age, disability, gender, sexual orientation, gender expression, education, religion, faith, socio-economic status or lived experience.

The undersigned officers of the Iowa Funeral Directors Association hereby certify as follows:

These Amended and Restated Bylaws for the Iowa Funeral Directors Association, including all new amendments contained therein, (a) consolidate all amendments into a single document, (b) supersede all prior Bylaws for the Iowa Funeral Directors Association and any amendments thereto, and (c) were duly approved and adopted by the Board of Directors on February 21, 2019, and by the members on May 14, 2019, in the manner required by the Corporation’s Articles of Incorporation, Bylaws and Chapter 504 of the Iowa Code.

Dated this 14th day of May 2019.

Iowa Funeral Directors Association
by: William J. Armstrong, President
by: Ryan G. Tucker, Secretary-Treasurer


IFDA Articles of Incorporation

Article I: Name and Place of Business

The name of this not-for-profit corporation is the IOWA FUNERAL DIRECTORS ASSOCIATION. The principal place of business of this Corporation shall be at 1454 – 30th Street, Suite 204 in West Des Moines, Polk County, Iowa.

Article II: Duration

The Corporation shall have perpetual duration.

Article III: Purposes & Powers

Section 1: The Iowa Funeral Directors Association will advance and protect the funeral profession through advocacy, education, and business resources.

Section 2: The Corporation is organized exclusively as a nonprofit corporation for the purposes set forth above within the parameters allowed under Section 501(c) (6) of the Internal Revenue Code, or corresponding section of any future federal tax code. In furtherance of such purposes, the Corporation is authorized to exercise all powers and rights that are or may be authorized by the laws of the State of Iowa for non-profit corporations now or hereafter enacted.

Section 3: This Corporation shall have the power to purchase, lease or otherwise acquire, hold, sell or otherwise dispose of such real or personal property as may be necessary or convenient for carrying out the objectives for which it is organized; it may take by gift, purchase, devise or bequest real and personal property for purposes appropriate to its creation.

Section 4: In addition to the express and implied powers hereinbefore granted, this Corporation assumes all their statutory powers granted to bodies incorporated under and by virtue of the laws of the State of Iowa, applicable to corporations not for pecuniary profit; and shall have all the powers necessary or incident to the convenient carrying out of the purposes for which it is organized.

Article IV: Membership

The Corporation shall have members with those rights and responsibilities described in the Bylaws.

Article V: Annual Meeting

Section 1: The Association shall hold an annual meeting each year at such time and place as shall be as stated in or fix in accordance with the Bylaws.

Section 2: Ten percent (10%) of the members entitled to vote shall constitute a quorum for the transaction of business and if a quorum exists, action on a matter is approved if the votes cast by the members favoring the action exceed the votes cast opposing the action, unless a greater number is required by law.

Article VI: Officers

The officers of this Association shall be a President, President-elect, Secretary/Treasurer, and Immediate Past President.

Article VII: Board of Governors

The business of this Corporation shall be conducted by a Board of Governors which shall consist of the Governor elected in each district together with the officers of this Corporation.

Article VIII: Earnings

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.

Article IX: Distribution of Assets on Dissolution

Upon the dissolution of the Corporation, the board of directors shall, acting in its representative capacity, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code.

Article X: Bylaws

This Corporation shall have Bylaws, not inconsistent with these Articles of Incorporation, for the governance, control and direction of the business and deliberations of this Corporation, its officers and committees. They may be adopted, amended or repealed at an annual or special meeting of the Corporation by a two-thirds (2/3) vote of the members of the Corporation present and voting.

Article XI: Amendments

These Articles of Incorporation, except Article XI, may be amended by two-thirds (2/3) vote of the members present and voting at any regular meeting or special meeting called for the purpose, provided notice of such amendment has been given by mail to each member at least thirty (30) days before the time set for the meeting.

Article XII: Limitation of Liability

Section I: The members of this Corporation and their property shall be exempt from all corporate debts of this Corporation.

Section II: A director of the Corporation shall not be liable to the Corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a director of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

Article XIII: Indemnification of Directors

The Corporation shall indemnify a director for liability (as such term is defined in section 504.851(5) of the Revised Iowa Nonprofit Corporation Act) to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the Corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the Corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.

The undersigned officers of the Iowa Funeral Directors Association hereby certify as follows:

These Amended and Restated Articles of Incorporation for the Iowa Funeral
Directors Association, including all new amendments contained therein, (a)
consolidate all amendments into a single document, (b) supersede all prior
Articles of Incorporation for the Iowa Funeral Directors Association and any
amendments thereto, and (c) were duly approved and adopted by the Board of
Directors on February 26, 2014 and by the members on May 13, 2014, in the
manner required by the Corporation’s Articles of Incorporation, Bylaws and
Chapter 504 of the Iowa Code.

Dated this 13th day of May 2014.

Iowa Funeral Directors Association
by: Michael P. Jones, President
by: Martin A. Rieken, Secretary/Treasurer


FSI Bylaws

Article I: Offices

The principal office of the Corporation in the State of Iowa shall be located in the City of Des Moines, County of Polk. The Corporation may have such other offices, either within or without the State of Iowa, as the Board of Directors may designate or as the business of the Corporation may from time to time require. The registered office of the Corporation required by the Iowa Business Corporation Act to be maintained in the State of Iowa may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed form time to time by the Board of Directors.

Article II: Shareholders

Section 1: Annual Meeting. The annual meeting of the shareholders shall be held on the date and time determined by the Board of Directors each year beginning with the year 1985, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2: Special Meetings.
Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth (1/10th) of all the outstanding shares of the Corporation entitled to vote at the meeting.

Section 3: Place of Shareholder’s Meeting.
The Board of Directors may designate any place, either within or without the State of Iowa, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

Section 4: Notice of Meeting.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder or record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at this address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5: Closing of Transfer Books or Fixing the Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at a meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6: Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection to any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Section 7: Quorum.
A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8: Proxies.
At all meetings of the shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be fixed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 9: Voting of Shares.
Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10: Voting of Shares By Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him/her, either in person or by proxy, without a transfer of such shares into his/her name. Shares standing in the name of a trustee may be voted by him/her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him/her without a transfer of such shares into his/her name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his/her name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledges, and thereafter the pledge shall be entitled to vote the shares so transferred.

Section 11: Information Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12: Meeting of All Shareholders.
If all of the shareholders shall meet at any time and place, either within or without the State of Iowa, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 13: Voting by Ballot.
Voting by shareholders on any question or in any election may be viva voce unless the presiding officer shall order, or any shareholder shall demand, that voting be by ballot.

Section 14: Sale of Stock.
It shall be agreed by the stockholders that upon the occasion or in the event that any stockholder determines to dispose of any or all of the stock he/she possesses, he/she shall give the remaining stockholders the option of buying those shares which he/she has elected to sell at the current market price, the selling stockholder is free to dispose of his/her shares in any manner he/she elects.

Article III: Board of Directors

Section 1: General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may authorize any officer or officers, agent or agents, 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.

Section 2: Number, Tenure and Qualifications.
The number of directors of the Corporation shall be not less than five (5). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Iowa or shareholders of the Corporation. No director shall serve for more than six (6) consecutive one-year terms, unless this restriction is waived by the affirmative vote of two-thirds (2/3) of the directors not affected by the restriction. After an absence of one (1) year from the Board of Directors, an individual shall become eligible again for election to the Board of Directors. The IFDA Executive Director shall serve as a Director and be exempt from term limit restrictions.

Section 3: Regular Meetings.
A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.

Section 4: Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Iowa, as the place for holding any special meeting of the Board of Directors called by him/her or them.

Section 5: Notice.
Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director at his/her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting or the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 6: Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7: Manner of Acting.
The set of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8: Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of this predecessor in office. Any directorship to be filled by the reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 9: Compensation.
By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation, therefore.

Section 10: Presumption of Assent.
A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 11: Informal Action by Directors.
Any action required to be taken at a meeting of the directors, or any other 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 entitled to vote with respect to the subject matter thereof.

Section 12: Executive Committee.
Optional provision relating to Executive Committee of the Board of Directors may be included in Bylaws pursuant to Sec. 39 IBCA and may define or limit the extent of the authority of such committee.

Section 13: Emeritus Directors.
Past directors and individuals leaving the Board due to the term limit restriction, shall be offered Emeritus Director status. Emeritus Directors may be present at any and all meetings of the Board of Directors and shall be provided notice of such meetings in the same manner as the Board of Directors. Emeritus Directors shall not be considered members of the Board of Directors. Emeritus Directors shall not have a vote in the Board of Directors’ management of the Corporation, and their presence, or lack thereof, shall not count towards the quorum of the Board of Directors. By resolution of the Board of Directors, the Emeritus Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors.

Article IV: Officers

Section 1: Number. The officers of the Corporation shall be a President, one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors,) a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. In addition, upon completion of the President’s term, said President shall hold the office of Immediate Past President for one (1) year. Such other officers, assistant officers and acting officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person.

Section 2: Election and Term Of Office.
The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided. In addition, upon completion of the President’s term, the President shall hold the office of Immediate Past President for one (1) year. The President, Vice-President(s) and Treasurer may not serve in any of these offices for more than six (6) consecutive one-year terms, unless this restriction is waived by the affirmative vote of two-thirds (2/3) of the Board of Directors. After an absence of one (1) year from being an officer, an individual shall become eligible again for election as an officer.

Section 3: Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4: Vacancies.
A vacancy in the office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5: President.
The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He/she shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He/she shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Bylaws for by the Board of Directors from time to time.

Section 6: Vice President.
In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or, in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; and in addition thereto, shall perform such other duties as may be assigned to him/her by the President or by the Board of Directors or prescribed by the Bylaws.

Section 7: Secretary.
The Secretary shall: (a) keep the minutes of the shareholders and of the Board of Directors meetings in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have general charge of stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 8: Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article V of these bylaws; and (b) in general, perform all of the duties incident of the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 9: Immediate Past President.
The Immediate Past President is an officer who shall: (a) Serve as a resource and in any capacity as requested by the President; (b) Perform an annual review of the bylaws and preside as chair during any bylaws review meetings; and (c) Perform such other duties as may be directed by the Board of Directors.

Section 10: Other Assistants and Acting Officers.
The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever, for any reason, it is impracticable for such officer to act personally, and such assistant or acting officer so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he/she is so appointed to be assistant, or as to which he/she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

Section 11: Salaries.
The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a director of the Corporation.

Article V: Written Instruments, Loans and Deposits

Section 1: Written Instruments. Subject always to the specific directions of the Board of Directors, all deeds and mortgages made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party shall be executed in its name by the President or one of the Vice Presidents and attested by the Secretary or an Assistant Secretary.

Section 2: Loans.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3: Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4: Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5: Depository.
The depository bank shall be initially designated as Hawkeye Capital Bank & Trust.

Article VI: Certificates for Shares and Their Transfer

Section 1: Certificates For Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President, Vice President, Secretary and Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificate shall be issued until the former certificates for a like number of shares shall have been destroyed or mutilated. A new certificate may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2: Transfer Of Shares.
Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his/her legal representative, who shall furnish proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 3: Stock Regulations.
The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of Iowa as they may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

Article VII: Dividends

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

Article VIII: Seal

The Corporation shall not have or be required to have a seal.

Article IX: Voting of Shares Owned by Corporation

Subject always to the specific directions of the Board of Directors, any share or shares of stock issued by any other Corporation and owned or controlled by the Corporation may be voted at any shareholders’ meeting of such other Corporation by the President of the Corporation if he/she be present, or, in his/her absence, by any Vice President of the Corporation who may be present. Whenever, in the judgment of the President, on in his/her absence, of any Vice Presidents, it is desirable for the Corporation to execute a proxy or give a shareholder’s consent in respect to any share or shares of stock issued by any other Corporation and owned by the Corporation, such proxy or consent shall be executed in the name of the corporation by the President or one of the Vice Presidents of the corporation and shall be attested by the Secretary or an Assistant Secretary of the Corporation under the Corporate seal without necessity of any authorization by the Board of Directors. Any person or persons designated in the manner above stated as the proxy or proxies of the Corporation shall have full right, power and authority to vote the share or shares of stock issued by such other Corporation and owned by the Corporation the same as such share or shares might be voted by the Corporation.

Article X: Waiver of Notice

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of the Articles of Incorporation or under the provisions of the Iowa Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XI: Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

Article XII: Relief from Liability of Officers and Directors

No contract or other transaction between the Corporation and any other Corporation shall be affected or invalidated by the fact that any one or more of the directors or officers of this Corporation is or are interested in, or is a director or officer of such other Corporation; and any director or officer individually or jointly, may be a party or parties to or may be interested in any contract or transaction of this Corporation or in which this Corporation is interested; and no contract, act or transaction of this Corporation with any person or persons, firm or association, shall be affected or invalidated by the fact that any director or directors of this Corporation is a party, or are parties to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm or association, and each and every person who may become a director or officer of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself/herself or any firm or corporation in which he/she may be in anywise interested, except for fraud or intentional wrong to the Corporation.

Article XIII: Indemnification of Directors, Officers and Agents

This Corporation shall indemnify and hold harmless its directors, officers, employees and agents, and each director of this Corporation who is serving, or who has served, at the request of this Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorneys’ fees, judgments, fines, settlements and reasonable expenses, actually incurred by such director or person relating to his/her conduct as a director of the Corporation or as a director, officer, partner, trustee, employee or agent of another Corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of a director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for a transaction from which a director derived an improper personal benefit, or (iv) to liability under Section 496A.44 of the Iowa Business Corporation Act.

Current as of January 2012