ARTICLE I
NAME

 

The name of this corporation shall be the Parks Area Foundation, hereinafter referred to as “The Foundation."

ARTICLE II
OFFICE

 

The office of The Foundation shall be located at 515 Euclid Avenue, Des Moines, Iowa, or

such other location as designated by a resolution of The Foundation.

 

ARTICLE III
DURATION

 

The term of The Foundation shall be perpetual.

 

ARTICLE IV

PURPOSES .

 

The purposes of The Foundation are to serve the Highland Park, and Oak Park areas of Des Moines, Iowa, as depicted on the map attached hereto (hereinafter "The Parks Area") as follows:

            a.         To solicit, hold and invest money and property, either real or personal, including

monies and properties received by gift, grant, contribution, donation, bequest, or as dues; to sell or convey property, both real and personal, and to use any such funds for the purposes for which to this corporation was formed.

 

b.         To advance, promote, and market the commercial, residential, business, cultural, educational, tourist and civic and development of The Parks Area in whatever way in by such means as are available to improve the orderly growth and development of the area.

 

            c.         To fully developed and/or preserve the educational, cultural and economic potential of The Parks Area historic sites.

 

            d.         To enlist the active interest and financial support of individuals, firms, associations,

foundations, corporations, including any public government entity or their instrumentalities, in the development, improvement and unification of The Parks Area.

 

            e.         To collaborate, cooperate and coordinate with the aforesaid groups or public agencies to accomplish any of the objectives of The Foundation.
 

f.          To administer all activities of The Foundation to accomplish its goals.

g.         To provide staff and facilities as needed to implement the goals and objectives of The Foundation.

ARTICLE V
   POWERS

 

The Foundation shall have, without limitation by the specification herein, the following powers to be exercised in connection with the promoting of carrying out of the purposes established in Article IV hereof:

 

To undertake, either alone or in conjunction with others, any acts and all lawful activities which may be necessary, useful, suitable and desirable for the furtherance of any of the purposes for which The Foundation is organized and to aid or assist other organizations in any activities which will aid the purposes of The Foundation.

 

ARTICLE VI
MEMBERSHIP

 

The members of The Foundation shall be composed of the following types of members: Residents, Business and Patron. Dues payable to The Foundation shall be set by the Board Of Directors. Each member shall have one vote at the annual election of the Board of Directors. A member shall also have the right to vote on any other matters the Board of Directors deems necessary or advisable.

 

The annual meeting of the members of The Foundation shall be commonly held in March at the time and place designated by the President.
 

ARTICLE VII
BOARD OF DIRECTORS

 

Section 1. General Powers. The affairs and management of The Foundation, including controlling distribution of property and funds, are vested in the Board of Directors hereinafter referred to as the "Board". All powers of The Foundation, including the power to adopt bylaws and to amend or alter the same, are vested in the Board.

 

Section 2. Number and Election of Directors. The Board shall consist of at least 12 but no more than 20 individuals hereinafter "Director" elected or appointed from the following groups:

 

A. The Directors shall initially be elected by the entire membership present and voting at a meeting called for this purpose. Each Director elected must be a dues paying member with all dues paid to current status at the time of their election.
 

B. The Board shall consist of members of the following groups inasmuch as is possible:

   

C. Four Directors shall also be elected as the following officers: President, Vice President, Secretary and Treasurer.
 

D. Each membership shall have only one vote. Only one person shall have the right to represent any vote for a corporation, partnership or other multiple ownership entity, or organization.

Section 3. Term of Office.

A. The Board and all elected Officers shall serve two year terms except that at the first election of The Foundation up to 12 of the newly elected board members may voluntarily accept a one-year term in order to establish a rotating board.

B. Committee Chairpersons are appointed to one-year terms.

Section 4. Methods of Election.

                       A. The election of Directors and Officers shall occur in March at the annual

meeting. The Nominating Committee shall prepare a slate of candidates for the positions that are up for election. At least 30 days prior to the preparing of the slate the committee shall prepare a list (made available to all Foundation members) stating the open positions, proper instructions as to who is eligible to fill same and how they may submit their name to the committee for consideration. Nominations will also be taken from the floor at the annual meeting. The Secretary shall count and certify the balloting and present the results to the Board for ratification. Newly elected persons will begin their terms at the annual meeting.

Section 5. Resignations. Any Director or Officer may resign by giving written notice to the Board or its Secretary. The resignation may take effect upon receipt or at such a later date as specified in the notice.

Section 6. Vacancies. Any vacancy occurring shall be filled for the remainder of the unexpired term for the vacancy of a Director or Officer by a majority vote of the remaining Board.  For the vacancy of Committee Chair the post shall be filled by appointment of the President.

Section 7. Removal. After written notice and opportunity to be heard, a Director or Officer may be removed by a vote of two-thirds of The Board. Two consecutive unexcused absences shall be considered grounds for removal and shall require the vote of only a simple majority of The Board for removal.

Section 8. Compensation. The Directors and Officers shall receive no monetary compensation for their services as Directors or Officers, but the Board may by resolution authorize reasonable reimbursement for expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses. Nothing herein shall preclude a Director or Officer from serving The Foundation in any other capacity and receiving reasonable and proper compensation for such services; such as in the area of brokerage, legal services, financial services, and so forth.

 

Section 9. Meetings.

 

A. Regular meetings shall be at a time and place designated by the President

but in no case shall there be less than one meeting each quarter of the calendar year.

 

B. Special meetings of The Board may be held at the request of the President or by the action of a majority of The Board.

 

Section 10. Quorum. A simple majority of the sitting Board shall constitute a quorum for the transaction of business before the Board, provided that the majority of the Directors present may adjoum~d4 a meeting at which a quorum is lacking, and reconvene the meeting without further formal notice.

 

Section 11. Informal Actions. Any action required to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by majority of the Board.

 

ARTICLE VIII
DUTIES OF OFFICERS

 

A. President. The President shall be the Chief Executive Officer of The Foundation; preside at meetings of The Foundation and Executive Committee; appoint all committee members; appoint all personnel; and be a member ex-officio of all committees; and perform all such other duties as may be assigned by the Board.

 

B. Vice President. The vice president shall assist the President and assumed the President's duties in case of the President's absence; and perform all such other duties as may be assigned by the Board.

C. Secretary. The Secretary shall keep a record of all proceedings of The Foundation; conducted general correspondence of The Foundation; issue all notices, prepare, distributed and receive all election ballots; keep the Bylaws current; and perform all such other duties as may be assigned by the Board.

  _                    D.   Treasurer. The Treasurer shall be the custodian of The Foundation funds and disburse them only in accordance with the budget and as otherwise authorized by the Board; receive all monies due or donated to The Foundation; keep the accounts and present a report to the Directors at each meeting and at other such times as needed on request of the President; provide to the Board an annual financial report; and perform all such other duties as may be assigned by the Board.

 

ARTICLE IX
COMMITTEES

 

Section 1. General. The President may appoint all committee chairperson subject to the confirmation of a majority of the Board. Committees shall report to the Board orally or in writing if so requested by the President. The meetings of the committees shall be called at any time by the President or by the chairperson of the specific committee. Not limited to the following, the committees shall consist of:

 

Economic Development Promotional Fund-raising
Historic District

Finance Nominating

 

and such other committees as deemed necessary by the President or Board.

 

Section 2. Executive Committee. The Executive Committee shall be composed of the elected Officers, who shall have the power to act in an emergency between meetings of the Board. Any actions taken by the Executive Committee shall be submitted to the Board for ratification at its next meeting.

 

ARTICLE X

CONTRACTS, LOANS, DEPOSITS AND DISBURSEMENTS

 

Section 1. Contracts. The Board may authorize any Officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of The Foundation and such authority may be general or confined to specific instances.

 

Section 2. Loans. No loan shall be contracted on behalf of The Foundation and no evidence of any indebtedness shall be issued in its name unless authorized by resolution of the Board.

Section 3. Checks and Deposits. All checks, drafts for other orders for payment of money, notes or any evidence of indebtedness issued in the name of The Foundation, shall be signed by two of the following Officers: the President, Vice President, or the Treasurer. All funds of The Foundation shall be deposited from time to time to the credit of The Foundation in such banks, trust companies or other such insured depositories as the Board may select.

Section 4. Disbursements. Disbursements of the funds of The Foundation shall be made only on the approval of the Board if the amount equals or exceeds $1,000. If the amount is less than $1,000 but more than $100 and a budgeted expense, disbursements may be made with the approval of the Executive Committee. Disbursements under $100 may be approved jointly by the President and Treasurer.

 

Section 5. Fiscal year. The fiscal year of The Foundation shall be from January 1 to December 31, inclusive.

 

ARTICLE XI
RULES OF ORDRR

 

The meetings of the Board and of the Members shall generally be governed by Robert's Rules of Order to insure orderly progress.

ARTICLE XII

WAIVER OF NOTICE

 

Whenever any notice is required to be given to any member of the Board under the provisions of the Iowa Nonprofit Corporation Act, or under the provisions of The Articles of Incorporation, or Bylaws, 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 equivalent to the giving of such notice.

ARTICLE XIII
INDEMNIFICATION

 

The members, Directors, and Officers of The Foundation, and their private property, shall not be liable in any manner for corporate debts, obligations, undertakings or liabilities and a member, Director and Officer shall be exempted and indemnified against any personal expense, losses or liabilities, which may accrue from time to time in any manner by reason of the ownership,

administration or distribution of the corporate property or funds, or by reason of any acts of

commission or omission on their part in the conduct of the corporation or be accountable in any manner for honest mistakes or errors of judgment, nor for errors or wrongdoing of agents, brokers, attorneys, or servants, nor for interest on funds temporarily idle. They shall have the right, at all times and in all matters, to act upon any information or evidence deemed by them reliable, without

 

incurring any personal liability or responsibility of any kind or in the manner. No person dealing with the members, Directors or Officers of The Foundation, shall be under any obligation to inquire into their power or authority or into the validity, expediency, or propriety of their actions, decisions or transactions or to see to the proper application of money or property paid over or transferred to The Foundation.

ARTICLE XIV

PROHIBITED TRANSACTIONS AND DISSOLUTION

 

No part of the net earnings of this Foundation shall inure to the benefit of any individual and no part of the activities of this Foundation shall consist of carrying on propaganda or otherwise attempting to influence legislation.

 

Upon the dissolution or termination of The Foundation, whether voluntary or involuntary, all property and assets of The Foundation shall be distributed and conveyed exclusively for charitable, scientific, conversational and educational purposes, to or for the benefit of municipalities or quasi-municipal bodies or governmental organization located therein or to one or more organizations which have been granted exemption from the Federal Income Tax under provisions of Section 501 (c)(3) of the Internal Revenue Code (1954) as amended, or the appropriate provision of the Internal Revenue Code then in effect, and cannot be distributed to any individual member, Officer, or Director of The Foundation, or to any other person or persons whatsoever, except those who come within the purposes of The Foundation as above set forth; provided, however, that The Foundation shall have the right to pay and discharge such reasonable costs, expenses and liabilities as may be incurred in furthering such purposes.

 

No loans shall be made by The Foundation to its Directors or Officers. Any Director or Officer who assents to or participates in the making any such loan shall be liable to The Foundation for the amount of such loan until the repayment thereof.

 

This Foundation shall not engage in a prohibited transaction as defined in the Internal Revenue Code of the United States, or any amendment thereto.

 

This Foundation shall not:

 

(a) lend any part of its income or corpus, without the receipt of adequate security

           and reasonable interest,

 

(b) pay any compensation, in excess of a reasonable allowance for salaries or the

           compensation for personal services actually rendered,

 

(c) make any part of its services available on a preferential basis

 

(d) make any substantial purchase of securities or any other property, for less

           than an adequate consideration in money or money's worth, or

 

  (e) engage in any other transaction which results in a substantial diversion of its income or corpus, to any person who has made substantial contribution to The Foundation.

ARTICLE XV
AMENDMENT TO BYLAWS

The Bylaws of The Foundation may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Board of Directors of The Foundation at any regular or special meeting. No such alteration, amendment, deletion or addition shall be adopted unless all Directors are given at least ten days written notice prior to said meeting.

Approved by the Board of Directors this _ day of,1998.

 

President

 

Secretary