BY-LAWS OF THE IOWA FARM SAFETY COUNCIL ARTICLE I Name The name of this corporation shall be Iowa Farm Safety Council. ARTICLE II Place of Business The principal place of business of this corporation shall be at Des Moines in the County of Polk, State of Iowa. ARTICLE III Membership Section 1. Any person, firm, association, organization or corporation which is interested in any of the objectives or purposes of this corporation shall be eligible for membership in this corporation under the terms and conditions and upon payment of such membership dues, assessments and charges as shall be prescribed and set out in the Articles or By-Laws of this corporation. Membership in this corporation shall be subject to the approval by the Board of Directors and shall not be effective until the Board has approved the same. Section 2. Any person, firm, association, organization or corporation, subject to foregoing Section 1, Article 3, may obtain one of the various classifications by: A. Sustaining Membership. Anyone may obtain sustaining membership upon the payment of a minimum of $150. B. Contributing Membership. Anyone may obtain a contributing membership upon the payment of a minimum of $75 dues. C. Organizational Membership. Any firm, association, organization, corporation or other legal entity, except individuals, may obtain such membership by a minimum payment of $30 dues. D. Individual Membership. Any individual may obtain an individual membership upon the minimum payment of $10.00 dues. Any student enrolled regularly in an educational unit of a Board approved school or college may join while still a student at $5.00 dues per year. E. Honorary Membership. Honorary membership may be granted to any individual, firm, association, organization or corporation upon the approval of the Board of Directors without payment. F. Foregoing Memberships. The payment of the foregoing dues shall be on an annual basis with the dues covering the calendar year and expiring on the last day of December in each year, except that for new members coming in during a calendar year the Board of Directors may at its discretion prorate said dues. G. Lifetime Membership. Any individual may obtain life membership upon the minimum payment of $80.00 dues. Section 3. A. Each holder of any classification of membership in this corporation except an Honorary Membership shall be entitled to one vote at all meetings of all members of this corporation, but no members shall be entitled to vote by proxy. B. Any firm, association, organization or corporation may vote by its duly authorized representative. Section 4. Any person, firm, association, organization or corporation whose membership is withdrawn either voluntarily or involuntarily, shall forfeit the dues paid in and shall not be entitled to the return of any portion thereof. Section 5. Termination of Membership. The Board of Directors of this corporation may be the affirmative vote of not less than two-thirds (2/3) of the members of the Board cancel any membership of any member in this corporation who shall have violated or refused to comply with any of the provisions of these Articles of Incorporation or the duly adopted Bylaws. Any member shall cease to be eligible for membership in this corporation when he fails to pay the regular dues and charges as provided for in the Bylaws and when such member ceases to be eligible, his membership shall terminate. ARTICLE IV Meetings Section 1. The first regular annual meeting of the members of this corporation following the adoption of these Articles of Incorporation shall be held in the year 1959 and all subsequent annual meetings of the members shall be held annually in the greater Des Moines area, Polk County, Iowa, during the month of December, upon not less than ten (10) days' notice in writing mailed to each member having voting privileges at his last known address as shown by the books and records of this corporation, at such time and place as the Board of Directors shall by resolution fix and determine. If for any reason the annual meeting of the members is not held during said month in any fiscal year then the annual meeting of the members may be called at a subsequent date to be fixed by resolution of the Board of Directors, notice of which shall be given by the secretary of the corporation to each member having voting privileges by mailing notice thereof not less than ten (10) days prior to the date of the holding of such annual meeting at the last known address of said members as shown by the books and records of this corporation (Meetings other than the annual meeting may be held anywhere in the state of Iowa). Section 2. Special meetings of the members may be called by the President or by a call signed by a majority of the Board of Directors. Section 3. Notice of the time and place of all meetings of the membership signed by the Secretary shall be mailed to each member at his last known address as shown by the books of the corporation, ten (10) days before such meeting. Section 4. At all meetings of the members of the corporation the members present shall constitute a quorum for the transaction of business. Section 5. The usual order of business in the meeting of the members may be as follows: A. Reading of the minutes of preceding meeting and action thereon., B. Reports of officers. C. Reports of committees. D. Election of directors. E. Unfinished business. F. New business. G. Adjournment. ARTICLE V Meeting of Board of Directors Section 1. Regular Meetings. Regular meetings of the Board of Directors of this corporation shall be held immediately following the annual meeting of the members at such time and place as the Board of Directors shall determine following the adjournment of said annual meeting of the members. The directors shall meet for the purpose of organization, the election of officers and the appointment of committees provided by the Articles of Incorporation and these By-Laws and shall transact such other business as may come before them. No person, firm, association, organization or corporation shall be eligible for nomination and election as a member of the Board of Directors unless he is the holder of a voting membership in this corporation and is in good standing. Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or any three (3) of the directors. The President or any three (3) of the directors pursuant to this authority shall call a meeting of the Board of Directors which fixes the time, place and date for the holding of such special meetings. Any special meeting may be called immediately if notice is given by telephone, straight wire or by written notice addressed personally to the directors, or if it is sent by mail, including post card, to the address of the directors as shown by the records of this corporation at least three (3) days prior to said meeting and the notice shall state the time, place, date and purpose of said meeting. Section 3. Quorum. Any five (5) members of the Board of Directors shall constitute a quorum for the transaction of all business of this corporation at any meeting of the Board of Directors. The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be an act of the Board. Section 4. Order of Business. The Board of Directors may from time to time determine the order of business at the meetings. The usual order of business at such meetings may be as follows: A. Roll Call, a quorum being present. B. Reading of the minutes of preceding meeting and action thereon. C. Consideration of communications to the Board. D. Reports of officers. E. Reports of committees. F. Unfinished business. G. Miscellaneous business. H. New business. ARTICLE VI. Officers Section 1. The officers of this corporation shall be a president, vice-president, secretary and treasurer, and the office of secretary and treasurer may be held by one and the same person, and such other officers as the Board of Directors may from time to time determine necessary and as provided for in these By-Laws. Section 2. The principal officers' terms of this corporation shall expire on the first day of January each year, or until a successor is elected and qualified. The officers of this corporation shall be elected by and from the Board of Directors for a term of one year commencing January 1, or until their successors are elected and qualified immediately following the annual election of the members of the Board of Directors. The Board of Directors shall elect its officers for the ensuing year who shall take office effective January 1, following the annual election or as soon thereafter as elected by the Board of Directors. Section 3. All vacancies occurring on the Board of Directors may be filled by the Board of Directors, electing someone to fill the vacancy until the next annual meeting, at which time the members shall elect someone to fill the vacancy for the unexpired term. Section 4. President. The President shall preside over all meetings of the directors and meetings of the members: shall execute personally or through an agent authorized by the Board of Directors, in behalf of the corporation, all contracts, deeds or other instruments which have been approved by the Board of Directors; shall be a member ex-officio of all committees of the Board of Directors; and shall have general supervision and administrative control over all the affairs of the corporation. Section 5. Vice President. In the absence or disability of the President, or his refusal to act, his duties shall devolve upon and be discharged by the Vice- President. Section 6. Secretary. The secretary shall be custodian of all books, papers, records, documents, official seal and property of the corporation, except as otherwise authorized by the Board of Directors. He shall conduct himself, or through such assistant secretaries and other subordinates as shall be authorized by the Board of Directors, such correspondence as may be delegated to him by the Board of Directors; shall serve or cause to be served, printed and published, such notices as shall be required by law, by these Bylaws and by resolutions of the Board of Directors; shall keep the corporate records; shall act as secretary in the meetings of members, of the Board of Directors; and shall perform such other administrative duties as shall be assigned to him by the Board of Directors. Section 7. Treasurer. The Treasurer shall have charge of the funds of the corporation and pay them out as ordered by the Board of Directors. He shall keep an accurate account of receipts and disbursements and submit a report thereof to the Board of Directors at their meetings, and more often if required; also give a full and complete report for the fiscal year to the annual meeting of the members. He shall deposit all interest earned by the corporation funds to the corporation's account. Section 8. Surety Bond. Officers and employees of the Board of Directors may request the Treasurer and any other officers or employee of this corporation charged with the responsibility of the custody of any of its funds or property to give a Surety Fidelity Bond. The corporation shall pay the premiums on all Surety Bonds requested for it. Section 9. Compensation. No officer or member of the Board of Directors shall be entitled to any compensation for services performed except for services performed for and on behalf of this corporation. Officers or members of the Board of Directors or other persons may be reimbursed for their expenses and special services performed for and on behalf of this corporation, as determined by the Board of Directors. Section 10. Annual Report. The officers of this corporation shall submit at each annual meeting of the members an annual report which will include, but not be limited to, the financial expenditures on behalf of this corporation at the close of such fiscal year. ARTICLE VII Amendments to the Bylaws The Bylaws of this corporation may be adopted, altered or amended by the Board of Directors. ARTICLE VIII Fiscal Year Section 1. Fiscal Year. The fiscal year of this corporation shall terminate with the ____________ day of ______________________ of each year. Revised 13 April 1973 Revised 2 December 1977 Revised 1 December 1978 Revised 5 August 1980 Revised 5 December 1993 5