Iowa Institute for Cooperatives

“The corporation shall have members, to be divided between the following classes: 1.) local members; 2.) regional members; and 3.) associate members. Only entities incorporated as cooperatives, or which operate on a cooperative bases, shall be eligible for membership as local or regional members. The qualifications for local and regional membership shall be open to all other persons or entities, but shall not have any voting rights.”

“Delegates - each local and regional member shall be entitled to be represented at all member meetings of this corporation by one duly designated and authroized delegate. Voting - each delegate shall be entitled to one vote at all meetings of the members of this corporation. Voting by proxy shall not be permitted. Directors - election by districts - for purposes of electing directors, and for such other purposes as the board of directors may determine, the board of directors shall divide the state of iowa into districts in such a manner that each district shall contain as nearly as practicable the same number of voting members. There shall be not less than 4, nor more than 12 districts, the exact number to be stated in the bylaws. At each annual meeting, as many directors as terms expire and director's offices are vacant shall be elected by the voting delegates of each district.”

“The bylaws may be amended by a three-fourths vote of directors present at any regular or special meeting of the board of directors. They may also be amended by a two-thirds vote of delegates present at any regular or special meeting of the members, provided that notice of the purpose to amend shall have been included in notice of the meeting. Otherwise, the governance of the organization in its entirety is the responsibility of the board of directors and not subject to the approval of its members.”

“The organization has established an audit committee of the board of directors which addresses all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The executive director immediately notifies the audit committee of any such complaint and works with the committee until the matter is resolved. The information used to prepare the form 990 comes directly from the audited financial statements that the committee oversees and ultimately, signs off on. The return is reviewed and signed by the executive director before its filing to the irs. As a whole, the board of directors does not review the form 990 prior to its submission.”

“It is the institute's policy to conduct business ethically and to avoid conflicts of interest or even the appearance of such conflicts. Employees should report suspected conflicts of interest to the executive director immediately upon discovery. The board will review each situation.”

“The board monitors the executive director to ensure that he or she is competent and effective, including conducting an annual review of the executive director's performance. The annual performance objective and the performance review process should be mutually agreed upon and serve as the basis for the performance evaluation. The executive board will meet with the executive director to evaluate and document performance strengths, weakness and goals for the upcoming year. Compensation for the upcoming year should also be discussed and documented. The executive director sets officers and key employees salaries within limits prescribed by the board.”

“The organization makes its financial statements available to all its members at their annual meeting. The conflict of interest policy and governing documents are made available to its members upon request. The form 990 is available to the public upon request.”

“ROUNDING 1.”

“The audit committee has the responsibility of oversight of the audit and selection of accountant. The process of selecting an independent accountant and the responsibility of oversight of the audit has not changed from prior years.”