ARTICLE 1 GENERAL PROVISIONS The name of this Association shall be the Iowa Sex Crimes Investigator’s Association (I.S.C.I.A) The principle office of the Association shall be located at the department of the current Chairperson. The purpose of the Iowa Sex Crimes Investigator’s Association is to establish an esprit d’ corps among sex crimes investigators. It shall also be the purpose of the Association to provide a forum to discuss and exchange information related to sex crimes case management and operational strategy; the latest advancement in forensic technology and laboratory science; and for improved training for investigators and for other personnel who might become involved in sex crimes investigations. The Association shall conduct seminars and conferences related to all phases of a sex crime investigation, and promote and encourage the controlled exchange of need-to-know information between agencies involved in a multi-jurisdictional sex crime investigation. ARTICLE 2 BOARD OF DIRECTORS A Board of Directors composed of seven (7) members shall direct the business, property and affairs of the Association. The initial Board of Directors shall serve until the first annual meeting. The Chairperson, Co-Chairperson, Secretary and Treasurer of the Association shall be ex-officio members of the Board of Directors. At the first annual meeting, the membership shall elect three persons to serve as Directors of the Association, with those persons filling the remaining seats on the Board of Directors. Vacancies on the Board of Directors shall be filled by the remaining members of the Board of Directors by a majority vote. Any member elected to fill a vacancy, as a Director of the Association shall serve on the Board until the next general election of the Association. The Board of Directors may take action without meeting in formal session if all members of the Board consent in writing. Written consent must be filed in the minutes of the proceedings of the next Board of Directors meeting after the consent was given. An annual 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 the members. The Board of Directors may provide resolution of the time and place for the holding of additional regular meetings without other notice than such resolution. Notice of any special meeting shall be given at least five (5) to thirty (30) days previous thereto by written notice delivered personally or mailed to each Director by the United States Postal Service. The attendance by a Director to any meeting shall constitute a waiver of notice of such 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 of the Board of Directors need be specified in the notice or waiver of notice of such meeting. ARTICLE 3 OFFICERS The members of the Association shall, at an annual meeting elect a Chairperson, Co-Chairperson, Secretary and Treasurer from the members of the Association. The members of the Association shall nominate individuals for Advisory Board positions. Current Board members will then select individuals for the Advisory Board from nominations. The full Board will select a Chairperson, Co-Chairperson, Secretary and Treasurer. The term of the office for the Chairperson, Co-Chairperson, Secretary and Treasurer shall be for two (2) years. The same person shall hold no two or more of these offices at the same time. An election of officers for the Association shall be by secret ballot. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors until the next general election is held. The Chairperson shall be the principal executive officer of the Association, and subject to the control of the Board of Directors, shall in general, supervise and control all business and affairs of the Association. The Chairperson shall, when present, preside at all meetings of the members of the Association and of the Board of Directors. The Chairperson shall appoint members to any standing or special committees authorized by the Board of Directors, and shall be an ex-officio member of all standing committees. The Chairperson may sign with the Secretary or any other proper official of the Association thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association or shall be required by law to be otherwise signed or executed. The Chairperson shall also co-sign any checks issued by the Association. The Co-Chairperson of the Association shall generally assist the Chairperson and shall perform such duties as may be assigned by the Board of Directors. In the absence of the Chairperson, or in the event of his/her death, inability or refusal to act, the Co-Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all restrictions upon the Chairperson. The Secretary shall keep the minutes of membership meetings and Board of Director Meetings and shall see that all notices are given in accordance with the provisions of the Bylaws or as required by law. The Secretary shall be custodian of the Association records and shall keep record of the names and addresses of all members of the Association. The Secretary shall furnish a Certificate of Membership to all members of the Association and keep an accurate record thereof. In general, the Secretary shall perform all duties incident to the office. The Treasurer shall have the care and custody of and be responsible for all the funds, securities, and evidence of indebtedness and other valuable documents of the Association. The Treasurer shall deposit all such funds in the name of the Association in such banks or safety deposit vaults as the Board of Directors may designate. The Treasurer shall sign and endorse, in the name of the Association, all checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association. The Treasurer shall render a statement of the condition of the finance of the Association at such times as shall be required of him/her, and a complete Financial Report at the annual membership meeting. The Treasurer shall, in general, perform all duties incident to the office and such other duties as from time to time may be designated him/her by the Board of Directors. The Treasurer shall make the books and records of the Association available to any member of the Association at reasonable times upon demand. An annual audit of the financial books and records of the Association shall be prepared by a committee of not less than three (3) members of the Association, none of which may then be serving on the Board of Directors of the Association, Advisory Board who do not have financial authority, and said audit shall be made part of the financial records of the Association. The Chairperson of the Association prior to the annual meeting shall appoint this committee. Upon the appointment of a new Treasurer, an audit of Association funds shall be conducted by a Certified Public Accountant independent of the Association. ARTICLE 4 LEGAL COUNSEL The Board of Directors may engage a general counsel who shall act as counsel for the Association. The legal counsel for the Association shall prepare and file all Association reports that shall be required by law and shall serve as legal advisor to the Association. ARTICLE 5 NON-PROFIT STATUS This Association shall not have or issue shares of stocks and no dividend shall be paid and no part of the income or profit of this Association shall be distributed to its members, Directors, or Officers. The Association may pay reasonable compensation to its Members, Directors or Officers for services rendered and expenses incurred on behalf of the Association and may confer benefits upon its members in the conformity with its purposes. Upon the dissolution or final liquidation, the Association may make distribution to its members as permitted by Chapter 504A of the 1991 Code of Iowa. ARTICLE 6 NOTICE REQUIRED Whenever any notice is required to be given to any member or Director of the Association under the provisions of the Iowa Non-Profit Corporation Act, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated there, shall be deemed equivalent to the giving of such notice. ARTICLE 7 FISCAL YEAR The Association shall operate on a fiscal year basis. The fiscal year of the Association shall be July 1 through June 30. ARTICLE 8 WRITTEN INSTRUMENTS, LOANS AND DEPOSITS Subject to the specific direction of the Board of Directors, all deeds and mortgages made by the Association and all other written contracts and agreements to which the Association shall be a party shall be executed in its name by the Chairperson and Secretary of the Association. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the Chairperson or Co-Chairperson of the Association and the Treasurer of the Association. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may direct. ARTICLE 9 FINANCIAL EXPENDITURES The Chairperson of the Association shall have the power to authorize expenditures for the amount of One Hundred Dollars ($100.00) or less for expense incurred by said Association. All expenditures over this amount must be approved by a majority vote of all members present at any general or special meeting. ARTICLE 10 FINANCIAL PROHIBITIONS The Association is prohibited from loaning money to any member of the Association, including Officers of the Association. No Officer or member of the Association, agents of the Association, their spouse, children, parents or otherwise shall engage in any course of conduct which will conflict with the fiduciary obligations of such persons to the Association. All officers, members and employees of the Association who handle funds or any other property of the Association shall be bonded. The fee for such bonding shall be paid by the Association. ARTICLE 11 MEMBERSHIP All members in good standing of any organized Town, Municipal, County, State, or Federal law enforcement agency is eligible for membership in the Association. Any person of any agency working in conjunction with law enforcement in the investigation and prosecution of sex crimes are eligible for membership in the Association. Any member of any Town, Municipal, County, State or Federal Office charged with the prosecution,or the preparation for prosecution of sex crime offenses are eligible for membership. Any person not falling within the above parameters and classifications may make application for membership to the Association, which shall be reviewed by the Board of Directors. The Board of Directors of the Association must approve all applicants for membership in the Association. The governing rules of the Association shall provide for the periodic elections by secret ballot, subject to recognized safeguards concerning the equal right of all members to nominate, seek office, and vote in such elections; participate in the affairs of the Association, and fair and equitable procedures in the disciplinary actions. Membership in this Association may be terminated by any of the following: A member may withdraw from the Association at any time by giving written notice thereof to the Secretary of the Association. A member may be expended or expelled from the Association through its Board of Directors for violation of any of the objects of the Association, for violation of the laws of the United States and the State of Iowa, or other causes prescribed in these Bylaws, but only after written notice and at least thirty (30) days has been given provided that any member so suspended or expelled shall have the right to have their case reviewed upon written request to the Board of Directors of the Association who shall meet and review the suspension and if a simple majority of the Director’s of the Board present at such member is entitled to reinstatement he/she shall be reinstated upon his/her application therefore. For non-payment of dues as set by the Board of Directors. ARTICLE 12 DUES The Board of Directors of the Association shall set the amount of dues to be paid for membership in the Association. ARTICLE 13 ANNUAL MEETING An annual meeting of the Association shall be held in conjunction with the annual training conference. Special meetings of the Association may be called at any time by the Chairperson of the Association, by a majority of the Board of Directors, or by one third of the membership of the Association. Written notice stating the date, place and time of any meeting shall be promptly delivered personally or by mail to each member of the Association, not less than five (5) days and no more than thirty (30) days prior to the meeting. ARTICLE 14 RULES OF ORDER The Rules of Order, as contained in Robert’s Rules of Order Manual, when not inconsistent with these bylaws, shall govern meetings of the membership and meetings of the Board of Directors. ARTICLE 15 BYLAWS These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors. All changes of the bylaws may only be made after the proposed changes have been voted on at a scheduled meeting of the Board of Directors. After the initial vote on the changes to the Bylaws, the Secretary of the Board will post the changes on the current website of the Iowa Sex Crimes Investigators Association. This posting will allow any and all members of the Association to review and comment on the proposed changes. at the next scheduled meeting of the Board of Directors a vote will be taken to ratify the proposed changes. All votes by the Board of Directors concerning the altering, amending, repealing and or the adding of additional new bylaws requires a quorum of the Board to be present at the meetings any vote is taken. A simple majority vote of the Board Members present is required at such meetings.