KING IRVING NEIGHBORHOOD ASSOCIATION BYLAWS
ARTICLE I
Name and Location
Section 1. Name.
The name of the organization shall be the King Irving Neighborhood Association (KINA), a nonprofit corporation incorporated in the State of Iowa.
Section 2. Boundaries.
KINA’s boundaries are University Avenue on the south, the alley between 10th and 9th Streets on the east, the middle of Martin Luther King Jr. Parkway on the west and College Avenue from Martin Luther King, Jr. Parkway to 18th Street, Clarke Street from 18th Street to 13th Street and the Chautauqua Park Ravine (Spring Creek Drive) from 13th Street to the alley between 10th and 9th Streets on the North. The Center of the named street or alley is considered the border.
A map illustrating the boundaries is affixed to these Bylaws.
Section 3. Principal Office.
The principal location of KINA shall be located in the City of Des Moines, County of Polk, State of Iowa.
Section 4. Registered Office.
KINA shall have and continuously maintain in the State of Iowa a registered office and a registered agent as required by the Revised Iowa Nonprofit Corporation Act. The registered office and registered agent may be changed from time to time by the Board of Board Members.
ARTICLE II
Purpose
Section 1. Purpose.
The purpose of KINA is to improve the King Irving Neighborhood including the quality of life for all people living the Neighborhood by:
- creating neighborhood identity;
- promoting opportunities to work together as a community for all people living in the KINA boundaries and other nearby by neighborhoods;
- holding forums for the purpose of citizen education, outreach and input;
- encouraging engagement among neighbors and those vested within the neighborhood; and
- working with local government and other organizations to promote and advocate for the King Irving Neighborhood.
Section 2. Restrictions.
All policies and activities of KINA shall be consistent with applicable federal, state, or other legal requirements and applicable tax exemption requirements including the requirements that KINA is not organized for profit and that no part of its funds will accure to the to the benefit of a private individual.
ARTICLE III
Membership
Section 1. Categories of Membership.
The categories of members in KINA shall be:
A. Resident. Persons over the age of 18 who are residents, including homeowners and renters, who live within the boundaries of KINA or within one block of the boundaries of KINA. Resident members may serve as Officers, Board Members, committee chairs, and committee members.
B. Business. Persons who operate a business or who own property within the boundaries of KINA, but who do not reside within the boundaries of KINA. Business members may serve as Board Members, committee chairs, and committee members.
C. Community Group. A nonprofit organization, school, religious, or community group which operates within the boundaries of KINA. Community Group members may serve as Board Members, committee chairs, and committee members.
D. Ex-Officio. Persons age 18 years and older who are former KINA officers who no longer reside within the KINA boundaries but who continue to attend the majority of monthly meetings each year and member general meetings and work on KINA committees . Ex-Officio members may serve as Officers, Board Members, committee chairs and committee members.
E. Associates: Friends of KINA who do not meet the requirements of Resident, Business, Community Group or Ex-Officio membership. Associates may not serve as Board Members but may serve on committees.
Section 2. Admission of Members.
Applicants for membership must complete an application form provided by KINA and submitted with dues as required by KINA.
Section 3. Duration of Membership. Membership in KINA shall be annual. Members may withdraw from membership in writing at any time. No member withdrawing from KINA shall be entitled to a dues refund.
ARTICLE IV
Dues
Section 1. Dues.
The annual dues for each class of membership of KINA shall be determined by the Board Members and announced at the annual meeting. Dues shall be reviewed annually. Each individual and each organization paying dues has one vote. There will be no household membership.
Section 2. Delinquency and Non-Payment.
Members who fail to pay their dues within thirty (30) days of expiration shall be notified by KINA by email. If payment is not made within the next thirty (30) days, members shall be dropped from the rolls and forfeit all rights and privileges of membership.
Section 3. Refunds.
No dues shall be refunded.
ARTICLE V
Meetings
Section 1. Annual Meeting.
There shall be an Annual Meeting of KINA held during the month of April at a time and location ordered by the Board of Board Members for receiving annual reports of Association activity and election of Board Members, and for the transaction of other business.
An Annual Meeting may be held in person, as a remote proceeding, or as a combination of in person and remote proceeding consistent with Article V, Section 4.
Section 2. General Meetings.
General Meetings shall be held at a date, time and location ordered by the Board of Board Members. General Meetings should be held no less than nine times per year and scheduled at the Annual Meeting for the forthcoming year.
A General Meeting may be held in person, as a remote proceeding, or as a combination of in person and remote proceeding consistent with Article V, Section 4.
Section 3. Special Meetings.
Special Meetings of KINA may be called by the President or the Board of Directors. In addition, a Special Meeting may be called by written request of at least twenty-five (25) percent of the voting members of KINA who sign, date and deliver to any Officer one or more written demands for the meeting describing the purpose for which it is to be held.
A Special Meeting may be held in person, as a remote proceeding, or as a combination of in-person and remote proceeding consistent with Article V, Section 4. Information relevant to a Special Meeting shall be provided to all members prior to that meeting.
Section 4. Remote Participation.
Remote participation in any meeting shall be subject to the guidelines and procedures the Board of Directors adopts. Members participating in a meeting by means of remote communication shall be deemed present and may vote at such a meeting if KINA implements reasonable measures to do all of the following:
A. Voting shall be by roll call at remote meetings.
B. Provides reasonable opportunity to participate in the meeting and vote on matters submitted to members, including the opportunity to communicate and read or hear meeting proceedings concurrently with the proceedings.
C. Provides notification of remote meeting access as prescribed in Article V, Section 5.
Section 5. Notice of General, Special and Annual Meetings.
Written notice stating the date, time and location of each KINA meeting shall be delivered by every resident for whom King Irving has an email by email at least five (5) days before the meeting. Notice of annual and special meetings must include how members may participate in the meeting.
Section 6. Voting at General, Special and Annual Meetings.
Quorum: At least five members (see Article III for definition of a member) at a General Meeting for a quorum.
Voting shall be carried out by a majority of members present at the Annual Meeting, General Meeting or Special Meeting, as prescribed in Article III, Section 3.
Members must be present to vote.
Each member of KINA shall be entitled to one vote. Business and Community Group members shall be entitled to one vote per organization
Mailed ballots, electronic ballots, and proxy voting are not allowed.
Each Resident, Business, Community, Ex-Officio and Associate member of KINA shall be entitled to one vote.
Business and Community Group members shall be entitled to one vote per organization.
Section 7. Meeting Conduct.
All meetings of KINA shall be conducted in a manner that is welcoming to all and respectful. Agenda and topics to be discussed and voted on will be communicated prior to the meeting. New business will be allowed as time permits.
Section 8. Open Meetings.
Annual Meetings, General Meetings and Special Meetings shall be open to the public.
Section 9. Minutes.
Minutes of the Board Meetings, Annual Meetings, General Meetings, and Special Meetings shall be available to all persons present at Annual Meetings, General Meetings and Special Meetings, and upon request provided to City and County staff. Copies of the minutes of the most recent meeting shall be available at the next meeting.
Section 10. Financial Reports.
A financial report shall be presented to all persons present at all Annual Meetings, General Meetings and Board Meetings.
ARTICLE VI
Board of Directors
Section 1. Authority.
There shall be a Board of Directors (aka Board Members or Board)) consisting of four (4) Officer positions that make up the Executive Committee and three other voting Board Members. The Board of Directors is elected by and from the membership.
The Board shall be responsible for developing policy and direction for KINA in keeping with the rules prescribed in these Bylaws, and may assume additional responsibilities as may be assigned by the President and Board of Directors.
Section 2. Eligibility.
To be eligible to serve on the Board of Directors , individuals must meet eligibility requirements specified in Article 3, Sections 1 and 2 and have attended three of the last five monthly neighborhood meetings prior to the election.
Section 3. Conflict of Interest Policy.
A member of the Board or other KINA member has a conflict of interest in a transaction with KINA if the member is either directly involved in the transaction, or if the board member is a general partner, director, officer, or trustee of a party to the proposed transaction. The Board may approve a transaction in which a board member has a conflict of interest only if:
A. The material facts of the transaction and the board member’s interest were disclosed or known to the Board and the Board authorized, approved, or ratified the transaction; or
B. The material facts of the transaction and the board member’s interest were disclosed or known to KINA members and KINA members authorized, approved, or ratified the transaction.
For these purposes, a conflict of interest transaction must be authorized, approved, or ratified by the affirmative vote of a majority of the Board or members, respectively, who have no direct or indirect interest in the transaction.
Section 4. Terms of Office.
Board Members serve staggered terms of two years in office. Board Members may serve a maximum of two (2) terms; However, a previously serving Director may be elected again at the end of their term after having held the position for two terms or if there are no willing and eligible KINA members to serve on the Board.
Section 5. Election.
Board members shall be elected as prescribed in Article IX of these Bylaws.
Section 6. Meetings.
The Board shall meet no less than nine times a year and meetings shall be scheduled at the Annual Meeting for the forthcoming year. Meetings are held one week in advance of the General Meetings.
Special Board Meetings may be called by the President, Executive Committee, or two-thirds of the Board at such time and place as the President, Executive Committee, or Board may designate. Notice of all such meetings shall be sent by email to each member of the Board at least five (5) days in advance of such meetings.
Members of the Board may not participate in a Board Meeting by proxy or by electronic mail. However, a member of the Board may participate remotely as prescribed in Article V, Section 4.
Section 7. Quorum.
Three or more voting members of the Board shall constitute a quorum at any meeting of the Board.
Section 8. Voting.
An official action shall be by voice or roll call vote taken at Board Meetings, Annual Meetings, General Meetings, and Special Meetings. Except as otherwise specified in these Bylaws, any action of the Board must be approved by a majority vote of those attending the meeting. All members of the Board retain voting privileges.
A Board may take action in between meetings through electronic voting. A record of the action and the vote of each Board of Director must be dated and kept in KINA’s permanent records. Any dissenting votes will make the electronic vote null and void. All electronic votes must be confirmed by the Board at the next scheduled meeting.
Section 9. Absence.
Any member of the Board unable to attend a meeting shall inform the President in writing stating the reason for their absence. If a Board member is absent from two consecutive meetings, the Board may expel that Board member without further cause upon a simple vote of the majority of the Board.
Section 10. Failure to Possess Qualifications.
If any Board member during the term of office shall cease to have the qualifications necessary for membership in this Association, then a vacancy shall exist.
Section 11. Vacancies.
Any vacancy on the Board , with the exception of the President, shall be filled for the unexpired term by appointment of the Executive Committee with approval of the Board. Vacancies in the office of the President shall be filled by the Vice President, who shall serve until the next Annual Meeting, at which time they shall commence their elected term as President.
Section 12. Removal.
A member of the Board may be removed for adequate reason by a majority vote of the membership at an Annual Meeting, General Meeting or Special Meeting.
Section 13. Compensation.
Board members shall not receive any compensation for their services.
Section 14. Special Board Meetings.
Special meetings may be called by the President or at the request of three Board members at least three days prior to the meeting. Notification can be made by e-mail, phone, text message or in-person.
Article VII: Financial Disclosure
All members of the Board shall follow Iowa Secretary of State fiscal management guidelines.
ARTICLE VIII
Officers
Section 1. Authority.
There shall be four (4) Officers of KINA: President, Vice-President, Secretary, and Treasurer. The Officers shall serve as the Executive Committee of KINA.
The Executive Committee may act in the place of the Board when authority is designated by the Board of Directors or in emergency matters where Executive Committee action is temporary and subject to subsequent approval by the Board at its next meeting.
Section 2. Terms of Office.
Officers shall be elected by the Board to serve for one year and may be re-elected by the Board to serve up to three consecutive terms in that position. Officers may serve more than three consecutive terms if no other Board member is eligible and willing to serve. The terms of all Officers will expire simultaneously. Officers shall keep records about how job is completed
Section 3. Duties of the Officers.
President. The President shall be responsible for the day-to-day activities of KINA in keeping with the policies and objectives approved by the Board of Directors.
The President shall preside at all meetings of the Executive Committee, Board of Directors, and General Meeting. The President shall serve as an ex-officio member of all Association committees.
Vice-President. The Vice President shall assume the duties of the President in their absence and other duties assigned by the President or as determined by the Boards.
Secretary. The Secretary shall record and maintain the minutes of the Board of Board and General Meetings . The Secretary shall be the custodian of all records of KINA, shall maintain an accurate list of Association members, and shall provide notice of meetings to members and Board Members. The Secretary shall be responsible for making copies of the minutes available to members.
Treasurer. The Treasurer shall be responsible for the overall management of KINA’s finances and accounting policies including the development of an annual budget, procedures for the timely deposit and disbursement of funds, and financial reporting.
The Treasurer shall prepare and distribute a financial report for all meetings of the Executive Committee, Board, and General Meetings. The Treasurer shall provide an annual financial report and budget to be received at the Annual Meeting.
ARTICLE IX
Committees
Section 1. Committee Appointments.
The President, with the approval of the Board of Directors, may appoint, retain, or discharge committees deemed necessary for the conduct of KINA programs and activities.
Section 2. Authority.
All committees shall report to the President and Board of Directors.
ARTICLE IX
Elections
Section 1. Election.
The Board shall present the slate of nominees for Board s positions on an annual basis. The slate of nominees shall be provided to the membership with notice of the Annual Meeting as prescribed in Article V of these Bylaws. Additional nominations may be submitted from the floor from those in attendance at the Annual Meeting.
Section 2. Ballots.
Written ballots shall be distributed at the Annual Meeting. Voting requirements are prescribed in Article V.
Section 3. Commencement.
Board of Director terms commence at the next Board Meeting.
ARTICLE X
Fiscal Year
The fiscal year of KINA shall begin on the first day of January and end on the last day of December each year.
ARTICLE XI
Books and Records
Section 1. Corporate Records.
KINA shall maintain correct and complete books and records, minutes of meetings of the Board of Board Members, Annual Meetings, General Meetings, Special Meetings, and committee meetings, a membership list, appropriate accounting records, and such other records as required by law.
Section 2. Financial Records.
KINA shall maintain true and accurate financial records with respect to all financial transactions of KINA, including all income and expenditures in accordance with generally accepted accounting practices.
Section 3. Financial Report.
Based on the corporate financial records, the Board shall annually prepare or approve a report of the financial activity of KINA for the preceding fiscal year.
Section 4. Place Records Kept.
KINA shall keep all records, books and any other reports of the financial activity of KINA at its principal location.
Section 5. Access by Members.
KINA shall make available those corporate records as required by law, to the extent and in the manner required by Iowa law.
ARTICLE XII
Nonliability and Indemnification
Section 1. Nonliability.
An Officer, Director, member, or other volunteer of KINA is not liable for KINA’s debts or obligations. An Officer, Director, member or volunteer is not personally liable in the discharge of the person’s duties, except for a breach of the duty of loyalty to KINA, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. If this limitation of liability is too broad, the above provisions shall be enforced to the fullest extent as provided by law. If Iowa law is hereafter changed to permit further elimination or limitation of the liability of Officer, Director, members or other volunteer for monetary damages to the corporation, then the liability of such Officer, Director, member or other volunteer of this corporation shall be eliminated or limited to the full extent then permitted. The Officers, Board Members, members, or other volunteers of this Association have agreed to serve in their respective capacities in reliance upon the provisions of this Article.
Section 2. Indemnification.
KINA shall indemnify any person who is a party, or is threatened to be made a party, to any claim, action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is an Officer, Director, or agent of KINA, against reasonable expenses and judgments, fines, penalties and amounts reasonably paid in settlement actually incurred by such person in connection with such claim to the fullest extent and in the manner consistent with the Iowa Revised Nonprofit Corporation Act; provided, however, that entitlement to such indemnification shall be conditional upon KINA being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit, proceeding, or any settlement discussion related thereto. The Article should be applicable to all claims, actions, suits, or proceedings commenced after the date hereof. Each person now serving or who shall hereafter serve at the request of KINA as an Officer, Director, or agent shall benefit from this Article.
ARTICLE XIII
Dissolution
In the event of dissolution of KINA, authorization of dissolution shall be agreed upon by a majority of the Board of Directors serving at the time of dissolution and the balance of any assets or property which remains after all debts or obligations are paid shall be distributed as prescribed in KINA’s Articles of Incorporation or in accordance with State of Iowa law. No funds of KINA shall accrue to the benefit of any Officer, Director, member or other individual or be distributed to the same.
ARTICLE XIV
Amendments
Proposed amendments to the Bylaws shall be provided to the membership at least seven (7) days prior to the meeting at which the proposed amendment is to be considered. Notice of Bylaws amendments shall be provided as prescribed in Article V. Amendments shall require a two-thirds majority vote of those voting members present at KINA meeting. Amended Bylaws shall be dated and made available.
Approved by membership April 11, 2024