Iowa Code 504 Issues with the RCRV Articles of Incorporation

Summary of Proposed Changes

Article II, Purpose

Issue #1:  Reword to reflect RCRV Vision and Mission Statement

            As recorded:

The Purpose of the RCRV Corporation is to promote, encourage and arrange for volunteering and providing assistive technology at various service agencies in and around the communities in which the retirees live.

            Proposed (Mission Statement, modified):

The purpose of the RCRV Corporation is to help Rockwell Collins retirees identify needs in their community and beyond, and to support volunteer activities to fulfill those needs, while enriching the lives of the volunteers through comradeship and community service.

Article III, Powers and Governing Body

Issue #2:  Reference to old Iowa Code 504A for nonprofits:  
No change, was incorporated under 504A as stated.

Issue #3:  Specification of Size of Board of Directors:  
Remove and define Board of Directors in Bylaws.

Issue #4:  Required Executive Committee:  Make permissive, not required.

            As recorded:

The corporation is organized under current and applicable provisions of the Iowa Nonprofit Corporation Act, Chapter 504A of the Code of Iowa as now and hereinafter amended.  The Corporation shall have all powers and privileges that are reasonably necessary to fulfill and meeting the purposes for its existence, which are consistent with the powers granted to non–profit corporations by the general laws of the state, except those limited by these Articles.

The Corporation will be governed and directed by a Board of Directors consisting of a Chairperson, Vice–Chairperson, Secretary and Treasurer plus no more than thirty–six (36) At–Large Member of the Board and Committee Chairpersons, all of whom are elected annually from among Rockwell Collins, Inc. retirees, active employees and representatives of human services and government agencies.  An Executive Committee consisting of not more than eighteen (18) persons who are Board members will deal with issues needing attention between monthly Board meetings.

            Proposed—first paragraph:  no change.

            Proposed—second paragraph: changes indicated in bold face:

The Corporation will be governed and directed by a Board of Directors consisting of a Chairperson, Vice–Chairperson, Secretary and Treasurer as well as a number of standing committee chairpersons and at–large directors elected annually from among Rockwell Collins, Inc. retirees, active employees, and representatives of human service and government agencies who have an interest in the operation of RCRV.  The RCRV Bylaws shall specify the number of standing committee chairpersons and directors, and the procedures by which they are nominated, and elected, and removed from office.  An Executive Committee may be appointed to by the Board to deal with issues needing attention between monthly Board meetings  The current Directors constituting the Board of Directors is thirty(30) and the names of the persons who are to serve until the next annual meeting in November of the Corporation or until their successors are duly elected and qualified are listed on page three.

Article VII, Membership

Issue #5:  Defines Membership:  Remove from Articles of Incorporation and define membership in Bylaws.

(Current definition incompatible with new Iowa Code Section 504.  Bylaws now have compatible definition.)

            As recorded:

The membership of RCRV shall be composed of retirees, active employees of Rockwell Collins, Inc., its predecessor and/or its successor corporation and school systems, non–profit agencies and government supported agencies.

            Proposed—totally replace as follows:

Persons who meet membership requirements defined in the RCRV Bylaws are members of RCRV.  The Bylaws shall specify membership eligibility, requirements for submitting valid membership applications to RCRV, minimum required participation in RCRV activities, maintenance of membership records, and conditions under which membership may be revoked resigned or revoked.

The RCRV Bylaws may also define specific affiliations or associate relationships with non–member individuals or groups as may be deemed appropriate by RCRV.  Such affiliations do not constitute membership in RCRV.

Other Chapter 504 Iowa Nonprofit Corporations Act issues considered.  (No action proposed)

Issue #6:  Liability limitations:  Allow Iowa Code 504 to specify, 
no specific reference in Articles of Incorporation.

Issue #7:  Indemnification of Directors:  allow Iowa Code 504 to specify.

Issue #8:  Iowa Code 504 defaults on all items not addressed:  
No known exceptions.