IaCMA Constitution

ARTICLE I - NAME

The name of the organization shall be the Iowa City/County Management Association and shall be considered a section of the International City/County Management Association.

ARTICLE II - PURPOSE

The purpose of this Association shall be to increase the knowledge and ability of local government managers and administrators, to promote the exchange of information between the members, and to support the functions and the aim of the International City/County Management Association.

ARTICLE III - OFFICERS

The officers of the Association shall be: the President, the President-elect, and the Immediate Past President.  If, for any reason, the President is unable or ineligible to fulfill the duties of that position, the President-elect shall assume the office of President, and the Executive Board shall appoint an eligible member to assume the office of President-elect.  If, for any reason, the President-elect is unable or ineligible to serve as an officer, the Executive Board shall appoint an eligible member to assume the office of President-elect.  If, for any reason, the Immediate Past President is unable or ineligible to serve as an officer, the office shall be filled by the most recent Past President eligible to hold such office.

At each summer meeting, the current President-elect shall become President for the upcoming year, and the current President shall become Immediate Past President.  In order to be eligible for service as President-elect, a member must have first served as a Board member for at least two years.

ARTICLE IV - EXECUTIVE BOARD

The Executive Board shall consist of three officers and six board members at-large.  Officers and board members at-large shall each have one vote.  At least one member of the Executive Board shall be an assistant to a city of county manager or administrator.  Each executive board member shall be an active member of the state Association and a member of the International City/County Management Association.  The terms of office shall be one year for the three officers, and shall be two years for the board members at-large, with one-half of the board members at-large elected each year.  Board members at-large shall be eligible to serve no more than two consecutive two-year terms.  Any vacancy in the office of President, President-elect or Immediate Past President shall be filled as specified in Article III, and any vacancy in the office of board member at-large shall be filled by the Executive Board.

 ARTICLE V - STANDING COMMITTEES

The President shall appoint, with the approval of the Executive Board, such standing committees as the majority of said Executive Board may deem advisable.

ARTICLE VI - NOMINATIONS AND ELECTIONS

Section One:
At each summer meeting, the Association shall elect the officers and three at-large board members enumerated in Article III and IV.  Any candidate receiving a majority of votes cast for any office shall be declared elected.

Section Two:
Nominations shall be made by a Nominating Committee which shall consist of the three most recent Past Presidents. If one or more of the three Past Presidents are unable to serve then the appointment shall be made by the President.

Section Three:
At the time the Nominating Committee reports the nominations for each elective office, additional nominations may be made from the floor.

ARTICLE VII - MEMBERSHIP

Section One:
The Association shall consist of active members, retired members, honorary members, students, and associates. 

Section Two:
Active members:  Any person who is a city or county manager or administrator, or an assistant to city or county manager or administrator of an Iowa city or county shall be eligible for active membership in the Association. Such a person shall become a member by notifying the Secretary of their desire to participate in the Association, and upon payment of the membership fee for the current year.

Section Three:
Retired members: Any person who has retired as a city or county manager or administrator, or as an assistant to city or county manager or administrator of an Iowa city or county shall be eligible for Retired membership in the Association. Such a person shall become a member by notifying the Secretary of their desire to participate in the Association, and upon payment of the membership fee for the current year. This category of membership is not applicable to retired managers employed as municipal consultants. Life membership shall be granted to an Iowa member when granted life membership in the International City/County Management Association.

Section Four:
Honorary members:  Honorary members shall be chosen because of distinguished service to the council-manager movement.  They shall be proposed by at least five active members and shall be elected only upon a unanimous recommendation of the Executive Board and a majority vote of members present at a general membership meeting.

Section Five:
Students:  Any person currently enrolled full or part-time in a graduate or undergraduate local government program.  Such persons shall become affiliated with the organization by notifying the Secretary, and upon payment of the membership fee for the current year.

Section Six:
Associates:  Persons holding responsible administrative positions in Iowa cities and other persons who are interested in objectives of the Association shall be eligible to be an Associate. Such person shall become an associate by notifying the Secretary, and upon payment of the membership fee for the current year.

Section Seven:
The membership in the Association shall reside with the individual member.

ARTICLE IX - INDEMNIFICATION

Section One:
The Association shall indemnify a director, officer, employee, agent or volunteer of the Association to the fullest extent possible against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses, actually incurred by such persons with respect to any proceeding against such person relating to the person’s conduct as a director, officer, employee, agent or volunteer, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of such person’s duty or loyalty to the Association, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for the transaction from which such person derived an improper personal benefit, or (iv) against judgments, penalties, fines and settlements arising from any proceedings by the Association, or against expenses in any such case where such person shall be adjudged liable to the Association. 

Section Two:
The Executive Board may indemnify a director, officer, employee, agent or volunteer of the Association in those instances which are excluded from mandatory indemnification under Section One, as it deems appropriate, so long as such indemnification is not inconsistent with law.  Such indemnification may be provided by specific resolution of the Executive Board. 

Section Three:
No amendment to or repeal of this Article shall apply to or have any effect on the indemnification hereunder of any director, officer, employee, agent or volunteer of the Association for or with respect to any act or omission of such person occurring prior to such amendment or repeal. 

ARTICLE X - DUES AND ORGANIZATIONAL FINANCES

Section One:
Dues shall be established by the Executive Board with the approval of a majority of the members at a regular meeting. Any member whose dues are in arrears for a period of one year shall be suspended from membership and notified in writing of his/her suspension.

Section Two:
No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, any individual, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II.

Section Three:
Upon the dissolution of the Association, whether such dissolution shall result from voluntary action, court order, or lapse of time, no part of the remaining assets of the Association, after the discharge of all liabilities, shall inure to the private benefit or advantage of any individual, but the whole of such remaining assets shall be distributed in cash or in kind, in fee absolute and without return consideration, direct or indirect, to those cities and counties of the State of Iowa as the Board may determine, to be used for a public purpose.

 ARTICLE XI - AMENDMENTS

This constitution may be amended or repealed by two-thirds vote of the active members of the Association present at a regular meeting, of five active members of this Association may, by petition to the Secretary, initiate a desired change which shall become effective upon the ratification by two-thirds of the active members present at any meeting or by a majority of active members voting thereon by a letter ballot; such letter ballot to be canvassed by two members of the Executive Board, on or after the sixtieth day after the same is mailed by the Secretary-Treasurer.

 ARTICLE XII - ADOPTION

This constitution shall be in full force and effect from and after its approval by majority of those present at the meeting at which this constitution is approved.

Last amended July 13, 2012.