Progressive Coalition of Central Iowa

Articles of Incorporation and Bylaws

PCCI holds a 501(c)3 tax status with H election that allows it as a non-profit, non-partisan organization to undertake educational and social consciousness-raising activities and to engage in limited lobbying. A 501(c)3 entity may solicit tax-deductible donations and grants.

ARTICLES OF INCORPORATION

Of the

To the Secretary of State of the State of Iowa

We, the undersigned, acting as Incorporators of a corporation under Chapter 504A, 1987 Code of Iowa, adopt the following articles of incorporation for such corporation:

Article I: The name of the corporation is Progressive Coalition of Central Iowa (PCCI).

Article II: The period of its duration is perpetual.

Article III: The purposes for which the corporation is organized are:

To act as a non-profit organization in accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code.
To provide an information and referral center for the mutual support and coalition of Progressive minded citizens, their families, friends, allies, and the community at large.
To promote, through advocacy and education a positive and social awareness of Progressive issues to the large community.
To be an advocate for human/civil rights, diversity, educated population, and reinvigorated democracy.
To provide meeting and activity space for other organizations, as determined by the Board, for a rate also determined by the Board.
To develop and sustain coalitions with other organizations and agencies.
To engage in any other lawful activity for which non-profit corporations may be organized under Iowa Statutes.
To develop programs and workshops aimed at strengthening our local Progressive community.
To increase public understanding of progressive issues and values and how they may influence public policy.
To give the progressive community a sense of identity, pride and visibility.
To provide a support network for progressive activists.
To provide a nonsectarian atmosphere.
To promote community wellness in a non-discriminatory, cooperative way, stressing the acceptance of diversity and good citizenry.
To promote common good of all communities and promote Progressive ideas through community partners.
To produce and provide educational and research opportunities for Progressive -related topics to the public, government bodies, and other public or private agencies, organizations and institutions.
To facilitate positive referrals and reinforcement to agencies, organizations, institutions, and individuals providing additional Progressive-related resource services.

Article IV: The address of the initial registered office in the state of Iowa is 4601 Pleasant St #353, West Des Moines, IA 50266 and the name of its initial registered agent is Phyllis Stevens at 4601 Pleasant St #353, West Des Moines, IA, which is physically located in Polk County.

Article V: The number of directors of the initial Board of Directors is 13. They are:

1. Phyllis Stevens, 4601 Pleasant St #353, West Des Moines, IA 50266

2. Vern Naffier, 916 SE 3rd Street, Ankeny, IA 50021

3. Leslie Irvin, 720 39th St., West Des Moines, IA 50265

4. Bruce Stone, 8520 Madison Ave, Urbandale, IA 50322

5. George Krumrey, 3407 Kinsey Ave, Des Moines 50317

6. Tony E. Hansen, 936 McKinley Ave Unit 7, Des Moines, IA 50315

7. Barbara Boatwright, 2331 E 39^th Ct, Des Moines, IA 50317

8. Maynard Boatwright, 2331 E 39^th Ct, Des Moines, IA 50317

9. Sheila Buckingham, 8520 Madison Ave, Urbandale, IA 50322

10. Diane Krell, 1620 S. 43rd St., West Des Moines, IA 50265

11. Chet Guinn, 1041 8th St., Des Moines, IA 50314

12. Kim W. Jones, 3407 Grand Avenue, #224, Des Moines, IA 50321

13. Ione Shadduck, 3431 Brookview, West Des Moines, IA 50265

The members of the Board of Directors shall be those individuals elected, from time to time, in accordance with the Bylaws. Members shall elect their successors.

Article VI: The date that this corporation will commence shall be, August 1, 2006.

Article VII: No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments arid distribution in furtherance of the purposes set forth in Article III, hereof. The corporation shall not participate in, or intervene in (including the publishing or distribution of statements) a political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, this corporation shall not, except in an insubstantial manner, engage in any activities or exercise any powers not in furtherance of the purposes of this corporation.

Article VIII: Directors are hereby indemnified by the corporation from liabilities of the corporation except where a Court of competent jurisdiction determines commission of intentional misrepresentation or fraud on the part of a Director or Directors.

With this provision, it is the intent of the corporation to hold blameless and make immune the incorporators and the Board of Directors, its officers and its authorized assignees from any liabilities that might accrue in furtherance of their legitimate management activities including, but not limited to, exercise of those powers specifically outlined by a delegated authority letter signed by either the chairperson and/or other elected officer in furtherance of the goals and missions of the corporation or any other acts properly undertaken by the enumerated parties or their assignees.

Upon the dissolution of the corporation, the board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not disposed of shall be disposed of by the Court of the County in which the principal office of the corporation 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.

ARTICLE IX: Membership in the corporation is open to any person of any race, sex, national origin, color, creed, sexual orientation, gender identity provided they support the purposes stated in Article III.

ARTICLE X: These articles may be amended using the procedures set forth in Chapter 504A of the code of Iowa by procedures set forth in the By-Laws.

Dated: August 1, 2006

lncorporators' signatures:

Vern Naffier, 916 SE 3rd Street, Ankeny, IA 50021

Phyllis Stevens, 4601 Pleasant St #353, West Des Moines, IA 50266

Tony E. Hansen, 936 McKinley Ave Unit 7, Des Moines, IA 50315

Progressive Coalition of Central Iowa, Inc. (PCCI)

Bylaws

November 22, 2006

ARTICLE I: IDENTIFICATION

Section 1 Name

Pursuant to its Articles of Incorporation under the laws of the State of Iowa, the name of this organization shall be the Progressive Coalition of Central Iowa-Lobby, Inc., hereinafter also referred to as PCCI, and this organization shall be a not-for-profit corporation.

Section 2 Philosophy

PCCI is committed to progressive values.

Section 3 Statement of Purposes and Objectives

The purposes and objectives of this corporation shall be as follows:

1. To act as a not-for-profit organization in accordance with the provisions of Section 501c3 of the Internal Revenue Code.

2. To provide information and support for progressive causes.

ARTICLE II: MEMBERSHIP

Section 1 Individuals

Any and all individuals that are supportive of the purposes and principles of PCCI as expressed in Article I of these Bylaws shall be eligible for membership in PCCI.

Section 2 Organizations

Any and all organizations that are supportive of the purposes and principles of PCCI as expressed in Article I of these Bylaws shall be eligible for membership in PCCI.

Section 3 Voting Rights

Active members shall hold one vote in any election or on any issue or policy matter.

ARTICLE III -MEETINGS

Section 1 Annual Meetings

PCCI shall hold an annual meeting the date of which shall be set by the Board of Directors.

Section 2 General Meetings

Other general meetings may be held at the discretion of the Board of Directors.

Section 3 Special Meetings

Special meetings of PCCI may be called by the Board Chairperson, at the discretion of the Board Chairperson, upon written request of members of PCCI.

Section 4 Conduct of Meetings

The Board Chairperson shall conduct all General, Annual and Special Meetings or shall designate a substitute to do so. The parliamentary rules in Robert's Rules of Order shall govern all deliberation.

Section 5 Notification

Members of PCCI shall be notified by email and/or US Postal mail of any Annual, General or Special Meetings at least fourteen (14) days before the meeting.

ARTICLE IV BOARD OF DIRECTORS

Section 1 Membership

The Board of Directors shall be composed of no less than eight (8) and no more than fifteen (15) members. Said Board may be synonymous with the Board of Directors of PCCI-L and PCCI-A.

Section 2 Board Actions

The Board of Directors may conduct business in a meeting of the Board, by phone or by email.

Section 3 Election of the Board

3.01 Election of the Board of Directors shall be at the Annual Meeting

3.02 Terms of the members of the Board shall run from the time of election at the Annual Meeting until the time of election at the Annual Meeting at which individual terms expire.

3.03 Members of the Board shall serve a term of two years and shall be eligible for re-election.

3.04 Members of the Board shall be elected from a slate of candidates provided by the Nominating Committee.

3.05 The Chair of the Board of Directors may fill any vacancy on the Board at any time until the next general election.

Section 4 Quorum

A simple majority of the whole Board of Directors shall constitute a quorum at any meeting of the Board.

ARTICLE V EXECUTIVE COMMITTEE

Section 1 Membership

There shall be an Executive Committee of the Board consisting of the following Officers: a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer, and two members-at-Large. Said Officers shall be elected members of the Board.

Section 2 Election

The Executive Committee shall be elected by the Board of Directors. Said election shall be held at the first regular meeting of the Board following the Annual Meeting of PCCI.

Section 3 Power of the Executive Committee

During the intervals between meetings of the Board of Directors and subject to such limitation as may be imposed by law and by these Bylaws, the Executive Committee shall have and may exercise all of the authority of the Board of Directors in the management of business that is germane to the responsibilities of the Board of Director.

Section 4 Limitation of Powers

The Executive Committee shall not have the authority of the Board of Directors in reference to amending the Certificate of Incorporation; adopting an agreement of merger or consolidation with another organization; incurring indebtedness for a term longer than one year; amending, altering, or repealing Bylaws; electing or removing officers; amending, altering or repealing any resolution of the Board of Directors, which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee.

Section 5 Chairperson

The Chairperson shall be responsible for conducting all meetings of the Board and of the Coalition, for ensuring that other Officers' duties are carried out, and for representing PCCI in the community or designating a representative to do so. The Chairperson shall not be charged with, nor should the Chairperson assume, execute or administrate responsibilities for PCCI's day-to-day operation, except in the absence of a hired Executive Director. The Chairperson shall serve ex officio on all committees.

Section 6 Vice-Chairperson

The Vice-Chairperson shall assume the duties of the Chairperson, in the event of the Chairperson's temporary inability to serve, and may have other duties as the Board or Chairperson assigns.

Section 7 Secretary

The Secretary shall give notice of and attend meetings of the Board of Directors, keep a written record of all meetings, serve as agenda manager, and perform such other duties as are usual for the Secretary of not-for-profit organizations. In the event of the absence or inability of the Secretary to carry out these duties, the Chairperson shall appoint a Secretary pro tem.

Section 6 Treasurer

The Treasurer shall oversee the financial activities and records of PCCI. The Treasurer shall work with the Chairperson and with such other members of the Board as the Chairperson appoints in preparing budgets. Proposed budgets must be approved by the Board of Directors. The Treasurer shall submit a full financial report to the Board of Directors at each regular Board meeting, and shall present an annual financial report at the Annual Meeting of PCCI.

Section 7 Members-at-Large

The Members-at-Large on the Executive Committee shall have the same voice and vote privileges of the other Officers in and between Board meetings. The Members-at-Large may take on such duties as may be determined by the Chairperson or the Board.

ARTICLE VI STANDING COMMITTEES

Section 1 Communications Committee

There shall be a Communications Committee, which shall facilitate communications and media outreach of PCCI to the community at large. A member of the Committee shall serve as Web Master and newsletter editor. A Board member shall be the Chairperson of the Committee. Said Chairperson shall be elected by the Committee. Other members shall be chosen from the Board and/or from the Community at large by the Board of Directors. The Committee shall submit a report as a part of the agenda of each regular Board meeting.

Section 2 Nominating Committee

After initial self-appointment of the first Board of Directors, a Nominating Committee consisting of at least three (3) members of the Board of Directors appointed by the Chairperson of the Board shall annually prepare a slate of candidates to fill positions on the Board of Directors, except in cases where the Chairperson shall fill unexpired terms.

Section 3 Membership Committee

A Membership Committee shall keep a membership record of all Members of PCCI, process application for membership, make necessary contacts with prospective and current Members regarding membership, and shall submit a report at each regular meeting of the Board of Directors. Members of this Committee shall be members of the Board of Directors and shall be appointed by the Board of Directors. The Committee shall elect its own Chairperson.

ARTICLE VII – FISCAL YEAR

The fiscal year of PCCI shall be the calendar year.

ARTICLE VIII – DISSOLUTION

All properties and assets of this not-for-profit corporation are irrevocably dedicated to charitable purposes. No part of the net earning, properties, or assets of PCCI, upon dissolution shall inure to the benefit of any private individual or any Director of this Corporation. All property and assets remaining after payment of, or provision for payment of, all debts and liabilities of PCCI, shall be distributed and paid over to a foundation or organization, whose purpose is to serve the needs of the member progressive organizations, people and the community and which has established its tax exempt status under Section 501c3 or 501c4 of the United States Internal Revenue Code.

ARTICLE IX – AMENDMENTS

These Bylaws may be amended, repealed, or altered in whole, or in part, by a two-thirds (2/3) vote of the Board of Directors at any regularly scheduled meeting of the Board, provided that a quorum of the Board is present. Such amendment, repeal or alteration in whole or in part by the Board must be presented to the Coalition membership for ratification at an Annual Meeting or specially called General Meeting. Coalition members must be given notice fourteen (14) days in advance of the meeting. Amendments shall take effect immediately upon ratification.

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Progressive Coalition of Central Iowa

Articles of Incorporation and Bylaws