ARTICLE ONE. OFFICES
Section One. Principal Office.
The principal office of this corporation in the State of Iowa shall be located in the City of Des Moines, County of Polk.
Section Two. Registered Office.
The registered office of this corporation shall be located at 510East 12th Street, Des Moines 50319, County of Polk, Iowa.
Section Three. Other Offices.
The corporation may have such other offices as the Executive Committee may from time to time determine.
ARTICLE TWO. PURPOSES
The purposes for which this corporation is organized shall be those purposes set forth in the Articles of Incorporation of this corporation.
ARTICLE THREE. FISCAL YEAR
The fiscal year of the corporation shall begin on July 1 of each year and shall end on June 30 of each year.
ARTICLE FOUR. BOARD MEMBERSHIP
Section One. General Powers.
The power to adopt By-Laws and amend and alter the same is vested in the Board Membership.
Section Two. Board Composition
The Iowa Board for the Treatment of Sexual Abusers shall be comprised of no less than 29 voting members.
A prerequisite for initial membership and a requirement for continued membership in IBTSA is that each potential member or member must: (1) satisfy all standards set forth by the Board; (2) notify IBTSA in writing of any previous, current, or pending legal (civil or criminal), ethical, or regulatory (licensing) complaint(s); (3) provide any documentation or information requested on behalf of the Board; and (4) inform IBTSA in writing of the adjudicatory outcome. Such notification must be done within thirty (30) days of the members knowledge of the complaint; and any request from IBTSA for information or documentation must be fulfilled within thirty (30) days
Section Three. Complexion of Membership
Membership shall include individuals and representatives of the following entities: The term of membership for all board members shall be four years. Terms shall be staggered and members may be reappointed.
Section Four. Nominating & Vancancies
The Board shall elect the Chair of the Nominating Committee.
A. The following agencies and associations shall make appointments upon notice from the Chair of a vacancy or impending vacancy. Notification of appointment shall be made in writing to the Chair. All appointments must be employees of the agency they represent.
1. Eight Judicial District Departments of Correctional Services
2. Iowa Department of Corrections
3. Iowa Department of Human Services
4. Civil Commitment Unit for Sex Offenders
5. Iowa Board of Parole
6. Iowa Sex Offender Registry
7. Iowa Coalition Against Sexual Assault
B. The Nominating Committee shall make recommendations to the Board for appointments to all other member positions.
C. A person recommended for appointment to a member position may be requested by the Nominating Committee to provide information concerning the individual's experience and/or interest in serving on the Board.
D. The Nominating Committee may, at its discretion, interview candidates for member positions within three months of the occurrence of a vacancy.
E. All nominees for member positions shall be elected by a majority vote of the Board.
Section Seven. Termination of Membership
Termination shall be by majority vote of the Board, in accordance with the policies and procedures established by the Board. Membership on IBTSA may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the By-Laws or any resolution of the By-Laws or any resolution or other action by IBTSA.
Three consecutive unexcused absences from meetings of the Board by any member shall be deemed as automatic resignation from the Board. An absence without notice to the Chair or designee will be unexcused. The Chair shall notify the member in writing of his/her automatic resignation.
ARTICLE FIVE. OFFICERS AND THEIR DUTIES
Section One. Officers
The officers of the corporation shall be the Chair, Chair-Elect, Past Chair, and the Secretary/Treasurer.
A. The officers of the corporation shall be elected by the board at its June meeting every two years.
B. Nominations for the election of officers shall be received from the floor.
C. Officers shall assume office effective July 1 of the same calendar year and shall serve for a term of two years.
D. The Chair shall serve no more than one consecutive term.
E. The person eligible for election or succession to the office of the Chair shall have served as a member for at least one year.
Section Two. Removal
Any officer may be removed by a majority vote of the board whenever in their judgment the best interest of the board would be served thereby.
Section Three. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by nomination of the Executive Committee and majority approval of the board for the unexpired portion of the term.
Section Four. Duties of the Chair
The duties of the Chair shall be:
Section Five. Duties of the Chair-Elect
The duties of the Chair-Elect shall be:
Section Six. Duties of the Past Chair
The duties of the Past Chair shall be:
Section Seven. Duties of the Secretary/Treasurer
The duties of the Secretary/Treasurer shall be:
ARTICLE SIX. GOVERNING BODY
Section One. Executive Committee
The business and affairs of the Corporation shall be managed by the Executive Committee consisting of the Chair, Chair-Elect, Past Chair, Secretary/Treasurer, and 3 additional board members. The Executive Committee members-shall be elected to serve on the Executive Committee by the Board every two years.
Section Two. Duties of the Executive Committee
The duties of the Executive Committee shall be:
ARTICLE SEVEN. RESPONSIBILITIES OF THE BOARD
The responsibilities of the Iowa Board for the Treatment of Sexual Abusers shall be:
ARTICLE EIGHT. MEETINGS AND QUORUM
Section One. Meeting Notice
A notice of the date, time, and location for each regular meeting of the board shall be provided to each member at least ten (10) days prior to the meeting date.
Section Two. Special Meetings
Special meetings may be called by the Executive Committee or by a majority of members of the board. A notice of the date, time, location, and purpose for a special meeting of the board shall be provided to each member at least twenty (24) hours prior to the special meeting.
Section Three. Quorum
A quorum for a meeting of the board shall be a majority of the duly-constituted members of the board.
Section Four. Proxy Voting
No proxy voting shall occur.
ARTICLE TEN. OTHER STANDING COMMITTEES
Standing Committee Chairs will be elected by the Board. All Standing Committee Chairs shall serve a two (2) year term and may be re-elected. Standing Committee members shall be appointed by the Standing Committee Chairs. All appointments will be subject to the approval of the board.
Section One. Committee on Certification
The following standing rules shall govern the Certification Committee:
Section Two. Committee on Professional Development
The following standing rules shall govern the Committee on Professional Development:
Section Three. Committee on Ethics and Appeals
The following standing rules shall govern the Committee on Ethics and Appeals:
Section Four. Committee on Finance
The following standing rules shall govern the Committee on Finance:
Section Five. Nominating Committee
The following standing rules shall govern the Nominating Committee:
Section Six. Ad Hoc Committees
The Chair may appoint ad hoc or study committees as necessary to further the goals and objectives of the corporation.
ARTICLE ELEVEN. INDEMNIFICATION
A. The corporation, by resolution adopted by a majority vote of the Board, may indemnify any person who was, or is, a party, or is threatened to be made a party, to any threatened, pending or completed legal proceeding (other than a proceeding by or in the right of the corporation) by reason of the fact that the individual is, or was, a representative of the corporation, against reasonably incurred expenses (including attorney fees), judgments, fines and amounts paid in settlement, if he/she acted in good faith and in a manner the individual reasonably believed to be in, or not opposed to, the best interest of the corporation, and, with respect to any criminal proceeding, would have no reasonable cause to believe the conduct in question was unlawful.
B. The corporation,c by resolution adopted by a majority vote of the Board, may indemnify any person who was, or is, a party, or is threatened to be made a party, to any threatened, pending or completed legal proceeding (other than a proceeding by or in the right of the corporation) by reason of the fact that the individual is, or was, a representative of the corporation, against expenses (including attorney fees) reasonably incurred in connection with such proceeding if the individual acted in good faith and in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the corporation; provided, however that the instances where the individual adjudged to be liable for negligence or misconduct in the performance of duties to the corporation, indemnification may be made only after the court in which the action was brought shall have determined, upon application, that despite the adjudication of liability, but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem appropriate.
C. In any legal proceeding referred to herein in which a representative of the corporation has been successful on the merits or otherwise in defense of such proceeding, the corporation may indemnify the individual against expenses (including attorney fees) reasonably incurred in connection therewith.
D. In any legal proceeding referred to herein, the corporation, by resolution adopted by a majority vote of the Board, may pay expenses incurred by a representative of the corporation in advance of the final disposition of such proceeding; however, the representative shall repay any amounts so advanced should it be ultimately determined that the individual is not entitled to indemnification after disposition of the proceeding.
E. The corporation, by resolution adopted by a majority vote of the Board, may purchase and maintain insurance on behalf of any person who is, or was, a representative of the corporation against liability asserted against the individual in such capacity, whether or not the corporation would have the power to indemnify the individual against such liability.
ARTICLE TWELVE. AMENDMENT
These By-Laws may be repealed, altered or amended at any regular or special meeting of the Board by a vote of a quorum of members of the board present and voting, provided that a written notice containing the proposed amendment or action shall be mailed to each member of the Board at least twenty-one (21) days prior to the Meeting.
These By-Laws shall be effective immediately upon adoption.
510 E. 12th. Street
Des Moines, Iowa 50319