ARTICLES OF INCORPORATION

And

BY-LAWS

IOWA HUNTER EDUCATION INSTRUCTOR ASSOCIATION

ARTICLE I

NAME AND PURPOSE

SECTION 1. The name of this association will be the Iowa Hunter Education Instructor Association (hereinafter referred to as the “IHEIA”).

SECTION 2. The mission statement of the IHEIA is: To promote and support hunter education in the State of
Iowa.

SECTION 3. The purpose of the IHEIA is to organize hunter education instructors throughout Iowa into an
association with the following goals.

A. A dedication to making hunter education available to all citizens of the State of Iowa;

B. To work with various agencies and organizations regarding the development and improvement of Iowa hunter education programs and wildlife conservation;

C. To provide exposure to state-of-the-art trends in hunter education;

D. To promote awareness and share information regarding new developments in hunter education; and

E. To provide a forum wherein members can discuss issues, propose solutions, and solicit support from the IHEIA.

SECTION 4. The IHEIA is organized exclusively for the charitable, scientific, literary, or educational purposes
within the meaning of Section 501(C)(3) of the United States Internal Revenue Code of 1986 (or
the corresponding provision of any future United States Internal Revenue Law).

ARTICLE II

MEMBERSHIP

SECTION 1. A regular member of the IHEIA is any active hunter education instructor who is certified by the
Iowa Department of Natural of Resources (hereinafter referred to as the “Iowa DNR”).

SECTION 2. An associate member is any apprentice hunter education instructor, any active Iowa DNR Fish &
Wildlife Division law enforcement employee; or any person interested in promoting hunter
education in the State of Iowa.

SECTION 3. Corporate membership is offered to any company, corporation or organization with like goals and
a willingness to provide its support.

SECTION 4. Membership terms shall be annual, from the period July 1 to June 30.

SECTION 5. Life membership shall be offered to any regular member

1. Life membership shall be offered to any regular member who pays a one time
fee of twenty five (25) times the annual membership dues .

            2. Senior life membership shall be offered to any regular member who is at least
                fifty-five (55) years of age, with at least ten (10) years of active service, and
                who pays ten (10) times the current membership dues for such life membership.

3. Life memberships are non-refundable

SECTION 6. Membership dues will be proposed by the Board of Directors in each of the member
classifications and approved by the general membership at the annual business meeting.
Membership dues are non-refundable.

SECTION 7. Any member who fails to maintain his/her instructor credentials will have his/her status changed
from regular member to associate member status.

SECTION 8. The IHEIA will not discriminate against any person on the basis of race, age, religious
background, disability, bias, or sex.

ARTICLE III

VOTING ELIBIGILITY

SECTION 1. A member shall be considered a member in good standing at any time membership has not been terminated and all association dues are paid in full.

     SECTION 2. All regular members in good standing will be allowed one (1) vote in all elections and
                            resolutions except those which properly belong to the Board of Directors of the IHEIA in the
                            discharge of their office.

ARTICLE IV

GOVERNING BODY

The governing body of the IHEIA will be a Board of Directors from the voting membership who shall serve as non-paid volunteers. The composition and duties of the Board of Directors are as follows:

SECTION 1. The President shall:

A. Chair all board, general and special meetings;

B. Oversee the operations of the IHEIA;

C. Appoint committees from the general membership with the approval of the Board of Directors;

D. Oversee the preparation of the agenda for all IHEIA meetings; and

E. Vote as tie-breaker in board meetings, while retaining full voting rights in general membership meetings.

The first President will be elected by vote of the general membership at the first annual meeting of the IHEIA. Thereafter, the post will be filled by rotation from the office of Vice President.

SECTION 2. The Vice President shall:

A. Preside over the meetings in the absence of the President;

B. Assume the duties of President if he/she becomes unable to fulfill the duties of the President during his/her term;

C. Assist the President in overseeing the operations of the IHEIA;

D. Not have voting rights at board meetings, but may make motions and participate in discussions, while retaining full voting privileges in general membership meetings; and

E. Be elected by the general membership at the annual meeting.

SECTION 3. The Secretary shall:

A. Keep minutes of all meetings and provide the report of the previous meeting at the beginning of each subsequent meeting;

B. Maintain all records of the IHEIA and report to the Board of Directors;

C. Make available all records to public and governmental agencies upon request.

D. Maintain the history of the IHEIA;

E. Perform other duties as assigned by the Board of Directors;

F. Have no voting rights at board meetings, but may make motions and participate in discussions, while retaining full voting privileges in general membership meetings;

G. Be elected by the general membership at the annual meeting; and

H. Be responsible for official correspondence of the IHEIA.

SECTION 4. The Treasurer shall:

A. Maintain the IHEIA bank account;

B. Maintain the IHEIA financial records and report to the Board of Directors and the general membership at board and annual meetings, and provide the report of the previous meeting at the beginning of each subsequent meeting;

C. Collect dues from IHEIA members;

D. Disperse funds as directed by the Board of Directors;

E. Make available financial records to public and governmental agencies upon request;

F. Not have voting rights at board meetings, but may make motions and participate in discussions, while retaining full voting privileges in general membership meetings;

G. Perform other duties as assigned by the Board of Directors; and

H. Be bonded at the expense of the IHEIA before taking office, with such bonding to remain in effect throughout the Treasurer’s term, or until such time as that person is removed from office;

I. Be elected by the general membership at the annual meeting.

SECTION 5. District Directors shall:

A. Number two (2) from each Recreational Safety Office District, as defined by the Iowa DNR;

B. Represent their districts at all board, special and general meetings;

C. Assist the President in overseeing the operations of the IHEIA;

D. Approve the expenditures of the IHEIA;

E. Have one vote each at all meetings; and

F. Be elected from their district at the annual meeting.

G. A Director may also serve as Secretary or Treasurer.

ARTICLE V

MEETINGS

SECTION 1. Board meetings will be held quarterly to conduct normal business proceedings. All board meetings
                       must consist of a simple majority of District Directors. Except to the extent the Board of Directors
                       may otherwise provide, the President, and in his/her absence, the Vice President, and in his/her
                       absence, any person chosen by the Directors present, shall call the meeting to order and shall act as
                       chairperson of the meeting. The secretary shall act as secretary of all meetings of the members, but
                       in the absence of the Secretary, the presiding officer may appoint any other person to act as
                       secretary of the meeting.

SECTION 2. At each annual meeting the Board of Directors will report to the general membership on the
finances and operations of the IHEIA.

SECTION 3. Committee meetings will be held as necessary and as determined by each committee.

SECTION 4. The president may call a special board meeting at any time. A special board meeting may be
requested by any District Director, and must be made in writing to the President.

ARTICLE VI

NOMINATIONS, ELECTIONS AND TERMS OF OFFICE

SECTION 1. Nominations for office will be made to the Board of Directors for any office, either in person
                       before the Board of Directors, including at the annual meeting, or by certified mail to be delivered
                       to any member of the Board of Directors. Mailed nominations must be received by a member of
                       the Board of Directors no later than five (5) days prior to an annual meeting.

SECTION 2. Ballots for elections will be tallied at the annual meeting and the results will be reported to the
general membership at each such annual meeting.

SECTION 3. The terms for the District Directors will be for two (2) years, limited to two (2) consecutive terms
                       in any one position. District Directors may be elected to additional consecutive terms in the
                       absence of any other qualified candidate. The District Director positions shall be staggered so that
                       each district will elect one (1) new District Director at each annual meeting. At the first annual
                       meeting, each district shall elect two (2) District Directors, and a random drawing will determine
                       which of the directors from each district will serve a term of one (1) year, and which director will
                       serve a term of two (2) years. The positions of Secretary and Treasurer will also be staggered,
                       and short terms for these offices shall also be determined by random drawing at the first annual
                       meeting.

SECTION 4. The terms for the President and Vice President will be for one year each, with elections to be held
                       at each annual meeting. Thereafter, the Vice President will, upon completing said first term,
                       assume the role of President and a new Vice President will be elected at each annual meeting.
                       Each term will be for a period of one (1) year. The terms for both President and Vice President
                       increase to two years beginning July 2017 and thereafter. The vice President will be elected on
                       odd number years.

SECTION 5. If at any time the President becomes unable to fulfill the duties of the office, the Vice President will
                      assume office. Any vacancies in the offices of Vice President, Secretary, Treasurer, or District
                      Director shall be filled by appointment of the President, as approved by the Board of Directors.
                      Any member appointed to the office of District Director shall be from the district to be represented.
                      In the event a qualified candidate is not available from the district, a qualified candidate from an
                      adjoining district may be appointed to represent the district. Each appointment as described above
                      shall be in effect until the next annual meeting.

SECTION 6. Any officer who fails to maintain instructor credentials will be removed from office.

SECTION 7. Any member of the Board of Directors (President, Vice President, Secretary, Treasurer, or District
                       Representative) may be removed from office by a majority vote of the Board of Directors. The
                       officer to be removed will be presented with written notice that he/she has been removed from
                       office. Reasons for removal are, but not limited to: malfeasance. Nonfeasance, failure to carry out
                       the duties of office, criminal activity, incompetence, disability, or any other activity that would
                       harm the reputation or functioning of the IHEIA.

ARTICLE VII

FINANCIAL TRANSACTIONS

SECTION 1. The Board of Directors will approve the selection of a financial institution for the IHEIA.

SECTION 2. The treasurer will establish and maintain the checking account and other accounts as necessary.

SECTION 3. All financial transactions will require Board approval.

SECTION 4. All checks require the signature of the Treasurer, and the signature of one other Board-approved
member. Special instructions will be given to the financial institution for the IHEIA regarding
extraordinary circumstances.

SECTION 5. The fiscal year of the IHEIA shall run from July 1 to June 30.

ARTICLE VIII

DISCIPLINARY ACTIONS

SECTION 1. The Board of Directors is responsible for all disciplinary actions.

SECTION 2. Any IHEIA member whose instructor credentials are revoked for disciplinary reasons by the Iowa
DNR shall have membership in the IHEIA terminated.

SECTION 3. The Board of Directors may terminate any membership for just cause, as defined by the Board of
Directors.

SECTION 4. Decisions regarding disciplinary action may be appealed to the general membership at the annual
meeting.

ARTICLE IX

RULES OF ORDER

Robert’s Rules of Order shall be the operating rules for the IHEIA.

ARTICLE X

AFFILIATIONS

The IHEIA may affiliate with any other organization with the same or substantially similar purposes by approval of the Board of Directors, provided such affiliation does not violate Section 501 (C)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE XI

AMENDMENTS

The IHEIA may amend these Articles of Incorporation and By-laws at any annual meeting by two-thirds (2/3) vote of the members present. Proposed amendments shall be eligible for consideration only if copies thereof have been submitted to each member not less than thirty (30) days in advance of the annual meeting. Amendments proposed by the Board of Directors, however, shall be eligible for consideration at the annual meeting without prior notice.

ARTICLE XII

INUREMENT OF INCOME

No part of the net earnings of the IHEIA shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons except that the IHEIA shall be authorized and empowered to pay reasonable compensation for services rendered.

ARTICLE XIII

LEGISLATIVE OR POLITICAL ACTIVITIES

No substantial part of the activities of the IHEIA shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The IHEIA shall not participate in or intervene, including the publishing or distribution of statements, in any political campaign or on the behalf of any candidate for public office.

ARTICLE XIV

OPERATIONAL LIMITATIONS

Notwithstanding any other provision of the Articles, the IHEIA shall not carry on any other activities not permitted:

            A.    By an association exempt from Federal Income Tax under Section 501(C)(3) of the United States
                 Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal
                   Revenue Law); or

B. By an association, contributions to which are deductible under Section 170(C)(2) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE XV

DISSOLUTION CLAUSE

Upon the dissolution of the IHEIA, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the IHEIA, dispose of all the assets of the IHEIA exclusively for the purposes of the IHEIA in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of the Court of Commons Pleas of the county in which the principal office of the IHEIA 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.

Change History

28 June 2003 JAS: Article II, Section 5, Line 1&2 changed

Article VI, Section 3, changed 2^nd sentence

Article VI, Section 5, changed last 2 sentences

23 June 2012 JAS: Article IV, Section 5, added Line G

25 June 2016 JAS: Article VI, section 4, added last 2 sentences to change terms to two

years starting July of 2017.

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