By-Laws
IAEE By-Laws
The legal by-laws of the organization
ARTICLE I - ORGANIZATION
Section 1. The name of this organization shall be Iowa Association for Energy Efficiency (hereinafter referred to as “Association”). The geographical boundaries of this organization shall be the boundaries of the State of Iowa.
Section 2. The principal office of the Association in the state of Iowa shall be located in the city and county in which the IAEE chairperson or contractor equivalent resides or as otherwise determined by the voting members of the board of directors.
Section 3. The fiscal year of this Association shall be the calendar year.
ARTICLE II - MISSION
The Association’s mission is to strive to champion the efficient use of energy, for the benefit of all Iowans, by serving our members through education and collaboration. This shall be accomplished through exchange of ideas, information, and by other appropriate means. The Association shall strive to inform the public, institutions, and governments; to raise the level of public awareness and understanding of the efficient use of energy.
No substantial part of the Association’s activities shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE III - DEFINITIONS
Board of directors – directors of the Association including voting (elected) and ex-officio (appointed) members.
Voting members of the board of directors – directors of the Association who have been elected by the Association membership to serve on the board of directors.
Ex-officio members of the board of directors – directors of the Association who have been appointed to the board of directors by voting members of the board of directors.
Vacancy – an open position of a voting member of the board of directors due to a situation as described in Article V Sections 5 and 6
ARTICLE IV - MEMBERSHIP
Section 1. Membership shall be open to any person individually or through associational sponsorship who shares the mission of the Association as set forth in Article II, and who pays the annual dues as set by the voting members of the board of directors. Membership shall not be restricted to residents of Iowa; individual members and members through associational sponsorship are herein referred to as members, with all members having the same rights, privileges, and responsibilities.
Section 2. The voting members of the board of directors, by affirmative vote of at least two-thirds of all voting directors, may suspend or expel a member for cause after an appropriate hearing.
Section 3. A former member may file a written request for reinstatement with the chairperson or secretary of the board of directors. Upon affirmative vote of at least two-thirds of the voting members of the board of directors, the written request may be accepted, and the member reinstated upon such terms as the voting members of the board of directors may deem appropriate.
Section 4. A member is deemed not in good standing if he or she is late in paying membership fees or misrepresents his or her position in the Association.
Section 5. A term of membership is one year, ending December 31st, for which the dues or sponsorships are paid. The voting directors may establish a fee schedule and membership terms for individual memberships or sponsorships at its discretion.
Section 6. Any notable person of preeminent professional distinction may be elected an Honorary Member. Election of an Honorary Member shall be by the voting members of the board of directors. Honorary Members are exempt from payment of annual dues to the organization.
ARTICLE V - GOVERNMENT
Section 1. The affairs of this Association shall be governed by a body chosen from its membership which shall be the voting board of directors. An individual must be a member in good standing for one year before being eligible to serve as a voting member of the board of directors. The majority of the voting board of directors must be residents of the State of Iowa.
Section 2. Voting members of the board of directors’ responsibilities include:
a) Participating in a minimum of 50% of the board meetings per year in person, via telephone, or alternative electronic methods. The voting directors determine the minimum number of board meetings or other valid methods of participating in or attending board meetings.
b) Maintaining a current, valid, and unexpired membership in the Association.
c) Where possible, providing financial or in-kind support to the Association
d) Supporting the Association through active participation in at least one Association committee
e) Determine the organization’s mission and set policies for its operation.
f) Ensure the provisions of the organization’s charter, bylaws, and policy/procedures are being followed.
g) Set the organization’s overall course from year to year and engage in longer range planning to establish its general course for the future.
h) Assist in implementation of programs.
i) Establish fiscal policy and boundaries, with budgets and financial controls.
j) Provide adequate resources for the activities of the organization through direct financial contributions, in-kind contributions, and a commitment to fundraising.
k) Promote the work of the organization.
l) Develop and participate in member recruitment.
m) Disclose any interests in transactions or decisions where there may be a potential conflict and will not participate in discussion or vote in matters where a conflict of interest arises.
Section 3. The act of the majority of the voting members of the board of directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws. A quorum is defined as the simple majority of all voting members of the board of directors.
Section 4. The voting board of directors shall consist of at least seven (7) voting directors and no more than fifteen (15) voting directors elected by the membership to serve a two (2)-year term, or other term as determined by the voting members of the board of directors. The voting members of the board of directors may change the numbers of voting and non-voting directors, provided that the number of voting members of the board of directors is not fewer than seven (7) and not greater than fifteen (15). No more than eight (8) voting directors shall be elected to the board of directors in any given election. Any open voting positions of the board of directors thereafter may be filled as prescribed in Article V, Section 9.
Section 5. A voting director may be removed by affirmative vote of at least two-thirds of the voting members of the board of directors at any board meeting, provided that at least ten (10) business days notice of the proposed action has been given to the entire board of directors then in office. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director(s) may be removed at the meeting. The vacant position shall remain vacant until filled by the voting members of the board of directors as described in Article V, Section 9 or until the position is scheduled for election.
Section 6. A voting director may resign his or her position at any time by submitting a written resignation to the Association chairperson including the expected date the resignation is effective. The vacant position shall remain vacant until filled by the voting members of the board of directors as described in Article V, Section 9 or until the position is scheduled for election.
Section 7. The voting members of the board of directors may delegate duties and responsibilities as may be necessary to administer the affairs of the Association.
Section 8. No company, organization or subsidiary of such company or organization shall have more than one representative on the voting board of directors at any given time.
Section 9. The voting members of the board of directors may at any time fill any vacancy on the voting board of directors with any person so named to hold office until the expiration of the normal term of office of the person replaced or until the next scheduled election.
Section 10. The voting board of directors shall have control over the affairs of the Association as determined by the membership, subject to limitations set forth in these bylaws, and as prescribed in the Articles of Incorporation.
Section 11. The voting board of directors shall direct all business and financial matters, including the dues of the Association and funding for, and on behalf of, the Association. The voting board of directors shall be responsible for all moneys and property; and provide for an annual audit of all Association funds, records, and accounting procedures.
Section 12. The voting board of directors shall call an annual meeting of the Association for the purpose of electing members of the board of directors, and to conduct any other general business of the Association.
Section 13. The voting board of directors shall prepare an annual report and make it available to the membership.
Section 14. The rules contained in "Robert's Rules of Order" shall be the parliamentary authority for procedure in all meetings and in all matters not covered in the bylaws.
Section 15. Voting members of the board of directors of the Association must abstain from voting on any issue in which they might have a financial interest.
Section 16. The voting board of directors will select the Chairperson, Vice-Chairperson, and Secretary/Treasurer from amongst the voting members of the board of directors. The duties of the Chairperson, Vice-Chairperson, and Secretary/Treasurer shall be as listed below. Any additional duties may be assigned as authorized by the voting board of directors per Article V, Section 7 above.
Section 16a. The Chairperson shall; preside at all general meetings of this organization; represent the Association in dealing with outside agencies; be an ex-officio member of all committees, except a nominations committee: communicate to the Association such matters and such suggestions as may tend to be consistent with the Association’s mission statement, and transact business on behalf of the Association, or the board of directors, acting at the direction of the voting board of directors.
Section 16b. It shall be the duty of the Vice - Chairperson to perform such functions as may be delegated by the Chairperson and to act in place of the chairperson in the event of his or her inability to act.
Section 16c. The Secretary/Treasurer or their designee shall keep minutes of meetings. The Secretary/Treasurer shall be responsible for the financial procedures of the Association. All payments of dues, assessments, contributions, and other income shall be recorded. An accounting shall be made of all items received and dispersed. The Secretary/Treasurer shall have custody of the Association funds and shall be responsible for full and accurate accounts.
ARTICLE VI - EXECUTIVE COUNCIL
Section 1. The Executive Council of the Association shall include Chairperson, Vice-Chairperson, and Secretary/Treasurer. The voting board of directors may appoint additional voting board of directors’ members to the Executive Council. The total positions of the Executive Council shall not exceed five (5). Any votes of the Executive Council that result in a tie, shall be decided by the full voting board of directors.
Section 2. Members of the Executive Council shall serve a term of one year or until their successors are chosen.
Section 3. The Executive Council of the Association may make decisions on behalf of the Association during the intervals between meetings for business matter not requiring a two-thirds vote of the entire voting board of directors. All actions of the Executive Council shall be presented to and reviewed by the entire board of directors at the regularly scheduled board meeting immediately following actions taken.
Section 4. The voting board of directors will appoint other members of the Executive Council as necessary to fill vacancies.
Section 5. The voting board of directors may remove an officer from his or her position by a two-thirds majority vote.
ARTICLE VII - NOMINATIONS AND ELECTIONS
Section 1. Nominations for voting members of the board of directors shall be received no later than thirty (30) calendar days prior to the annual meeting. Nominations can be made by any Association member in good standing.
Section 2. The Secretary/Treasurer, or their designee, shall distribute ballots bearing the nominations to each member eligible to vote no later than two weeks prior to the annual meeting and such ballots shall be returned within two weeks to be valid. Votes submitted electronically must be received 24 hours prior to the annual meeting. Elected directors shall assume their responsibilities on January 1 following the election.
Section 3. In the election of board of directors, the individuals receiving the largest number of votes shall be deemed elected. Each member may cast one vote for each open board position. Only a single vote shall be cast by a member for any individual. The board of directors shall resolve tie votes.
ARTICLE VIII - EX-OFFICIO MEMBERS OF THE BOARD OF DIRECTORS
Section 1. The voting board of directors may appoint ex-officio members to the board of directors, who shall be non-voting members of the board. The number of ex-officio members of the board of directors shall not exceed the number of voting members of the board of directors. An individual must be a member in good standing to serve as an ex-officio board of directors’ member.
Section 2. Ex-officio board of directors’ members shall serve a term of one year.
Section 3. Ex-officio board of directors’ members responsibilities include:
a) Maintaining a current, valid, and unexpired membership in the Association.
b) Where possible, providing financial or in-kind support to the Association.
c) Where possible, providing information or opinions on affairs of the Association that are discussed at board meetings, in order to help benefit the Association and help voting board of directors reach decisions.
d) Supporting the Association through active participation in at least one Association committee.
e) Assist in implementation of programs.
f) Promote the work of the organization.
g) Develop and participate in member recruitment
Section 4. An ex-officio member of the board of directors may be removed by affirmative vote of at least two-thirds of the voting members of the board of directors at any meeting of the board of directors, provided that at least one week’s notice of the proposed action has been given to the entire board of directors then in office. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director(s) may be removed at the meeting.
ARTICLE IX - MEETINGS
Section 1. General Board Meetings – The board of directors shall meet at a frequency agreed upon by the voting board of directors to conduct business of the Association. A majority of the voting board of directors’ members participating in the meeting shall constitute a quorum. Board of directors’ members will be given prior notice of official board meetings of at least ten (10) business days. An annual meeting of the board of the directors shall be held. A simple majority of all voting members of the board of directors shall constitute a quorum. Reasonable notice of the time, place, and agenda of such meeting shall be given to the board of directors. Additional meetings of the board shall be held as needed.
Section 2. Executive Council Meetings – The Executive Council may meet as needed, convening at the call of the chair. A majority of members of the Executive Council shall constitute a quorum for the meetings.
Section 3: Annual General Assembly Meeting - There shall be a combined business and nomination meeting of the board of directors before the end of the fiscal year. Notice of this meeting shall be given to all Association members. A majority of the voting board of directors present shall constitute a quorum. The purpose of the meeting shall be stated in the written notice distributed to all members at least thirty (30) calendar days prior to the meeting date. The business of this meeting must include, but is not limited to, election of voting board of directors’ members for the succeeding year.
Section 4. Special Meetings – Special meetings of the board of directors must be called upon request of four or more voting members of the board of directors. Special meetings of the membership shall be held upon written request of 10% of the members of the Association. The purpose of the meeting shall be stated in the written notice distributed to all members at least ten (10) business days prior to the meeting date.
ARTICLE X - COMMITTEES
The board of directors will have standing committees as listed below. The purpose of the committees is to conduct specifically designated work of the board of directors and to inform the board of directors on relevant issues that might require more in-depth review and or attention. The chair may create other committees for specific purposes and the term of such committees shall not exceed one year.
Section 2. Conference Committee: The conference committee will consist of at least three board of directors’ members and may also consist of members in good standing with the Association. The committee will provide input on conference planning and provide updates to the Executive Council or the full board, as appropriate.
Section 3. Finance Committee: The finance committee will be comprised of the Treasurer and Chairperson, or his or her designees. Additional members may be added at the discretion of the Chair. The treasurer will lead the committee. The committee will be responsible for overseeing the finances of the Association and the preparation of annual operating budgets, conference and events budgets, and reporting on finances to the board. The finance committee is responsible to ensure financial audits are periodically performed, and to review and accept the audit report.
Section 4. Personnel Committee: The personnel committee will consist of the Executive Council. The Vice-Chairperson will lead the committee and preside at meetings. The committee will be responsible for reviewing and approving the Association’s contractor agreements and conducting contractor performance reviews. The committee will also be responsible for conducting interviews with potential contractors and providing recommendations to the voting board of directors for replacement of any contractor.
Section 5. Education Committee: The education committee will be comprised of at least 3 members of the board of directors and may also consist of members in good standing with the Association. The committee will be responsible for identifying and scheduling webinars, educational events, and any other duties as assigned by the board of directors or executive committee.
Section 6. Marketing and Outreach Committee: The marketing committee will be comprised of at least 1 member of the board of directors and at least 3 members in good standing with the Association. The committee will be responsible for identifying opportunities to expand the Association’s membership, partnerships, and brand awareness and any other duties as assigned by the board of directors or executive committee.
Section 7. Membership Benefit Committee: The membership benefit committee will be comprised of at least 1members of the board of directors and at least 3 members in good standing with the Association. The committee will be responsible for identifying and implementing membership benefits and any other duties as assigned by the board of directors or executive committee.
ARTICLE XI - AMENDMENTS
Section 1. These by-laws may be amended by a two-thirds (2/3) vote of the voting members of the Association present at any annual general assembly meeting or special general assembly meeting, provided a quorum is present as defined in Article IX, Section 3. Notice of proposed changes must be made available to all voting members of the Association no later than thirty (30) days prior to the meeting at which they are to be discussed.
Section 2. The vice chair or his or her designee will be responsible for regularly reviewing, updating, and revising the Association’s bylaws. The bylaws will be reviewed annually and recommendations to revise or update will be presented to the board of directors at a board meeting prior to May 1, or as deemed necessary. Proposed amendments will be formally presented to the Executive Council for review and discussion prior to any proposed amendments being presented to the full board for consideration.
Section 3. Proposed amendments can be distributed to the board of directors at the meeting at which the proposed amendments are to be considered. Once presented, the board of directors may discuss and the voting board of directors may vote on whether to propose the amendment to the voting members of the Association at that time, or vote on the amendment, provided the appropriate quorum is in attendance and the issue is of such minor materiality that extensive consideration is deemed unnecessary. In the event the board of directors believes the issue is of such materiality that more thought and discussion is needed, the board of directors may postpone the decision until a future meeting which is at least 30 days after the issue is raised.
Section 4. Discussion of the proposed bylaw amendments may result in modifications or clarifications in wording, grammar, and other incidentals without altering the primary content of the proposal. The voting board of directors shall have authority to make these types of changes without membership approval.
ARTICLE XII - DISSOLUTION
In the event the Iowa Association for Energy Efficiency dissolves, the latest voting board of directors and/or the Executive Council shall act on its behalf to collect the assets, pay any outstanding debts, and notify the members and pertinent persons, organizations, and government bodies of this action. Any funds remaining will be contributed to an organization organized and operated exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code or corresponding section of any future federal tax code as determined by the voting board of directors at the time of dissolution.
Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
1st amended effective date November 1998
2nd amended effective May 2008
Note approval date and effective date of November 8, 2012
Revised effective November 8, 2018
Revised effective November 8, 2022