By Laws of OS

BY-LAWS OF

OLD SETTLERS STEERING COMMITTEE

ARTICLE I

PURPOSE OF THE ASSOCIATION

1.1 The Old Settlers Steering Committee, referred to as the Association, has been organized to plan an annual town celebration along with fundraising activities to support the celebration.

ARTICLE II

OFFICES

2.1 The principal office of the Association shall be located in the City of Maxwell, Story County, Iowa. The registered office of the Association may also be, but need not be, the principal office named above. The registered office shall be maintained in the State of Iowa as required by the Iowa Non-Profit Business Corporation Act, and the address of such registered office may be changed from time to time by the Board of Directors.

ARTICLE III

MEMBERS, BOARD OF DIRECTORS, OFFICERS AND MEETINGS

3.1 Membership in the Association shall unlimited and open to persons interested in joining. The Association shall be governed by a Board of Director consisting of a President, Vice-President, Secretary, and Treasurer. The term of office for the President and Vice-President will be for no more than two years each staggered so that they do not end in the same year. The person elected to the position of Vice-President shall serve one year in that position and the following year as President. The term of the Secretary and Treasurer will be for one year each. Vacancies arising by the expiration of a Board Member's term, or by resignation or other incapacity, shall be filled by majority vote of the remaining Directors. There shall be no limit on the number of terms a Board Member may serve. All Directors

Page 2 of 4

must be of good character and must be supportive of the goals, purposes and objectives of the Association.

3.2 The Association shall annually meet to elect from its members a Vice-President, Secretary, and Treasurer. A quorum shall consist of the members present. At the annual meeting, the previous year’s President shall leave office and the Vice-President shall assume the office of President. The President, a majority of the Board of Directors, or a 2/3 majority of Association members may call a special Association meeting.

3.3 The President shall preside at all meetings, shall prepare the agenda for all meetings and sign all documents on behalf of the Board of Directors and of the Association. The Secretary shall keep the corporate record book and timely file all reports with the Iowa Secretary of State, record the minutes of the meetings and keep a permanent record of the acts and doings of the Board and of the Association. The Treasurer shall be responsible for the finances of the Association and shall diligently and faithfully maintain the financial books and records of the Association.

3.4 The membership of the Association may elect such additional officers as it deems appropriate. The membership of the Association may, in its discretion at an annual or special meeting, remove any Officer when, according to the Association membership's best judgment such removal shall best serve the interests of the Association.

3.5 The Board of Directors shall meet not less than semi-annually at a time and location to be fixed from time to time by the President. The President, or any three Directors, may call a special meeting at any time by giving the remaining Directors not less than twenty days written notice by ordinary first class mail, or electronic e-mail notice if the same is available. Directors may waive notice of any special meeting. Any Director attending a special meeting shall be deemed to have waived notice of such meeting unless such attendance is for the express purpose of objecting to a transaction or any other business because such meeting was not properly called or convened. The Business to be transacted

Page 3 of 4

at any special meeting need not be specified in the notice for such meeting. All Board meetings shall be open to all Association members.

3.6 A quorum for the purpose of transacting business at a meeting of the Board shall be a majority of the number of Directors as specified by these By-laws. If less than a majority of the total number of Directors is present at such meeting, a majority of the total number of Directors present at such meeting may adjourn the meeting.

3.7 Any action taken by a majority of the Directors present at a meeting when a quorum is present at such meeting shall constitute an action of the Board of Directors. The Board of Directors may take any action permitted or required to be taken at a meeting of Directors by having all the Directors sign a written consent to such proposed action. Such consent must clearly set forth the action to be taken.

3.8 The Board of Directors shall not receive any compensation, but may be reimbursed for their actual, out of pocket expenses incurred in furthering association objectives, provided such expenses are approved in advance by the Board and again approved for payment after the expense is submitted.

ARTICLE IV

CONTRACTS, LOANS, CHECKS AND DEPOSITS

4.1 The Board of Directors may authorize any officer or agent of the Association to enter into contracts on behalf of and in the name of the Association. The Board of Directors may also authorize any Officer or agent of the Association to execute and deliver any instrument in the name of and on behalf of the Association.

4.2 The Board of Directors may, by written resolution affirmed by a majority of the entire Board of Directors, authorize that loans shall be contracted for or that evidence of indebtedness shall be issued in the name of the Association. This is the only manner by which such loans or evidence of indebtedness shall be authorized. Such authorization may be general or limited to specific instances.

Page 4 of 4

4.3 The Board of Directors shall determine, by written resolution, which Officer or Officers, agent or agents of the Association shall have the authority and duty to sign all checks, drafts or other Orders for the payment of money issued in the name of the Association, if such person is anyone other than the duly elected Treasurer.

4.4 Any funds of the Association not being currently used in any manner for the benefit of the Association shall be deposited to the credit and in the name of the Association in a manner the Board of Directors shall select from time to time.

ARTICLE V

FISCAL YEAR

5.1 The Association's fiscal year shall be the calendar year.

ARTICLE VI

CORPORATE SEAL

6 .1 The Association shall have no seal.

ARTICLE VII

AMENDMENTS

7.1 The Association membership may, at any regular or special meeting, alter, amend or repeal these By-laws and adopt new By-laws by a 2/3 vote of the members present. However, no such amendment shall have the effect of revoking the Association's non-profit 50l(c)(3) status. Any such attempted change or amendment shall be deemed void ab initio.

The above By-laws were adopted by majority vote of the Association membership during its semi-annual meeting of 2013, held at Maxwell Iowa, the 7th day of March , 2013.

ATTEST:

Secretary

Comments