REGISTERED OFFICE AND REGISTERED AGENT.
The South East Iowa Parrot Rescue, Inc. shall continuously maintain both of the following in this state:
1. A registered office with the address of 3554 270th. Avenue Keokuk, Iowa 52632, the same as that of the registered agent, Ann Wykowski.
2. A registered agent, Ann Wykowski, who may be any of the following:
A.Domestic business or nonprofit South East Iowa Parrot Rescue, Inc. whose business office is identical to the registered office.
RESIGNATION OF REGISTERED AGENT
A registered agent may resign as registered agent by:
1. Signing and delivering to the secretary of state for filing a signed original statement of resignation. The statement may include a statement that the registered office is also discontinued. The registered agent shall certify to the secretary of state that copies have been sent to South East Parrot Rescue, including the date the copies were sent.
2. Written Notice, electronic transmission, or Published notice by the Registered Agent of South East Iowa Parrot Rescue to its members is effective according to one of the following:
o Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the member's address shown in the South East Iowa Parrot Rescue, Inc.’s current record of members.
o When electronically transmitted to the directors in a manner authorized by the bylaws.
Written notice, if in a comprehensible form, is effective at the earliest of the following:
o When received.
o Five days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed.
o On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
o Thirty days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.
If for any reason it is impractical or impossible for South East Iowa Parrot Rescue, Inc. to call or conduct a meeting of its members or directors, or otherwise obtain their consent, in the manner prescribed by its articles, or bylaws, then upon petition of a director, officer or the attorney general, the district court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of directors be authorized. The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles or bylaws, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are. An order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter. Whenever practical, an order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the South East Iowa Parrot Rescue, Inc to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets. A meeting of Directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles and bylaws. ORGANIZATION OF CORPORATION South East Iowa Parrot Rescue, Inc., Incorporators held an organizational meeting to complete the organization of the South East Iowa Parrot Rescue, Inc. and to do one of the following: o Elect a board of directors numbering five (5) who shall complete the organization of the South East Iowa Parrot Rescue, Inc. o Elect a slate of Officers including: 1. President, 2. Vice President, 3. Treasurer, 4. Secretary – responsible for preparing minutes of the directors' and members' Meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one Office in a corporation. o Create and Approve Bylaws o Approve the Articles of Organization RESTATED ARTICLES OF INCORPORATION 1. A corporation's board of directors may restate the corporation’s articles of incorporation at any time, to consolidate all amendments into a single document. 4. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name South East Iowa Parrot Rescue, Inc. and the text of the restated articles of incorporation together with a certificate stating that the restated articles consolidate all amendments into a single document. If a new amendment is included in the restated articles, the corporation shall include the statement required in section 504.1005. 5. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation. 6. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required. 4. A. Fundraising. Charitable fundraising is an important source of financial support for South East Iowa Parrot Rescue. South East Iowa Parrot Rescue has adopted and monitors policies to ensure that fundraising solicitations meet federal and state law requirements and solicitation materials are accurate, truthful, and candid. South East Iowa Parrot Rescue will keep their fundraising costs reasonable and to provide information about fundraising costs and practices to donors and the public. B. Governing body minutes and records. South East Iowa Parrot Rescue ensures that minutes of their meetings, and actions taken by written action or outside of meetings, are contemporaneously documented C. Document retention and destruction. South East Iowa Parrot Rescue has adopted a written policy establishing standards for document integrity, retention, and destruction. The document retention policy includes guidelines for handling electronic files. The policy covers backup procedures, archiving of documents, and regular check-ups of the reliability of the system. D. Ethics and whistleblower policy. South East Iowa Parrot Rescue will abide by ethical standards that promote the public good. The organization’s governing body bears the ultimate responsibility for setting ethical standards and ensuring they permeate the organization and inform its practices. South East Iowa Parrot Rescue has adopted and regularly evaluates a code of ethics that describes behavior it wants to encourage and behavior it wants to discourage. The South East Iowa Parrot Rescue code of ethics serves to communicate and further a strong culture of legal compliance and ethical integrity to all persons associated with the organization. South East Iowa Parrot Rescue board of directors has adopted an effective policy for handling employee complaints and to establish procedures for employees to report in confidence any suspected financial impropriety or misuse of the charity’s resources. 5. Financial Statements and Form 990 Reporting South East Iowa Parrot Rescue Directors are stewards of the charity’s financial and other resources. South East Iowa Parrot Rescue ensures that financial resources are used to further charitable purposes and that the organization’s funds are appropriately accounted for by regularly receiving and reviewing up-to-date financial statements and any auditor’s letters or finance and audit committee reports. A. Financial Statements. South East Iowa Parrot Rescue prepares financial statements without any involvement of outside accountants or auditors. South East Iowa Parrot Rescue board may select and oversee an independent auditor. B. Form 990. South East Iowa Parrot Rescue will provide a copy of the Form 990 to the full board for review or approval before it is filed and requires the organization to explain any process of review by its directors or management. 6. Transparency and Accountability South East Iowa Parrot Rescue makes full and accurate information about its mission, activities, finance, and governance publicly available, to encourage transparency and accountability to its constituents. South East Iowa Parrot Rescue makes its Form 1023 exemption application, Form 990, and Form 990-T, annual reports, documents, conflict of interest policy and financial statements, are complete and accurate, and are posted on our website, thereby available to the public. APPROVAL BY THIRD PERSONS The bylaws do not require that an amendment to the articles or bylaws be approved in writing by a specified person or persons other than the board or Incorporators. 4. AMENDMENT PURSUANT TO JUDICIAL REORGANIZATION 1. A corporation's articles may be amended without board or to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States. EFFECT OF AMENDMENT AND RESTATEMENT An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of South East Iowa Parrot Rescue, Inc, a proceeding to which the corporation is a party, any requirement or limitation imposed upon South East Iowa Parrot Rescue, Inc, or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of South East Iowa Parrot Rescue, Inc. An amendment changing South East Iowa Parrot Rescue, Inc.’s name does not abate a proceeding brought by or against the corporation in its former name. GOVERNING BODY South East Iowa Parrot Rescue believes that an active and engaged board is important to the success of this charity and to its compliance with applicable tax law requirements. The S.E.I.P.R. board is composed of five (5) persons who are informed and active in overseeing the charity’s operations and finances. We do not tolerate a climate of secrecy or neglect, and are concerned that charitable assets are not diverted to benefit the private interests of insiders at the expense of public and charitable interests. The South East Iowa Parrot Rescue board includes individuals who not only are knowledgeable and engaged, but selected with the organization’s needs in mind (e.g. accounting, finance, compensation, and ethics). South East Iowa Parrot Rescue believes that a board of five (5) directors will effectively make sure that the organization obeys tax laws, safeguards its charitable assets, and furthers its charitable purposes. The governing board includes independent members and is not dominated by employees or others who are not, by their very nature, independent individuals because of family or business relationships. TERMS OF DIRECTORS GENERALLY 1. The term of each director shall be one year and may be elected for successive terms not to exceed 5 years. 2. Except as provided in bylaws, the following apply: a) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members. b) The partial term served will only count as a “year” if greater than 6 months. 3. Despite the expiration of a director's term, unless dismissed, the director continues to serve until the director's successor is elected, designated, or appointed, and qualifies, or until there is decrease in the number of directors in the bylaws. RESIGNATION OF DIRECTORS 1. A director of South East Iowa Parrot Rescue, Inc. may resign at any time by delivering written notice to the board of directors, its presiding officer or secretary. 2. A resignation is effective when the notice is. REMOVAL OF DIRECTORS ELECTED, DESIGNATED OR APPOINTED DIRECTORS 1. A director may be only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (Three) 2. One or more members of the board of directors may be removed by the incorporators. a) b. The Incorporators removing the appointed director shall do so by giving written notice of the removal to the director and the corporation's president or secretary. b) c. A removal of a director is effective when the notice is. 3. The bylaws provide that a director may be removed and replaced by the incorporators and one other director for missing 5 board meetings annually or three meetings consecutively. 4. A designated director of South East Iowa Parrot Rescue, Inc. may be removed by an amendment to the bylaws deleting or changing the designation. REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING 1. The district court of the county where the registered office is located, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation by a member or director if the court finds both of the following apply: a. A director engaged in fraudulent conduct with respect to the corporation or its members grossly abused the position of director. b. Upon consideration of the director's course of conduct and the inadequacy of other available remedies, the court determines that removal is in the best interest of the corporation. 4. This section does not limit the equitable powers of the court to order other relief that the court determines is appropriate. VACANCY ON BOARD 1. Unless the bylaws of a corporation provide otherwise any of the following may occur: b. The board of directors may fill the vacancy. c. If the directors remaining in office constitute less than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. 4. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date may be filled before the vacancy occurs, but the new director shall not take office until the vacancy occurs. COMMITTEES OF THE BOARD 1. South East Iowa Parrot Rescue, Inc. board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board. 2. The creation of a committee and appointment of members to it must be approved by the following: a. A majority of all the directors in office when the action is taken. 3. Sections 504.821 through 504.825, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. 4. To the extent specified by the board bylaws, each committee of the board may exercise the board's authority under section 504.801. 5. A committee of the board shall not, however, do any of the following: a. Authorize distributions. b. Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets. c. Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees. d. Adopt, amend, or repeal the articles or bylaws. 6. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 504.831. GENERAL STANDARDS FOR DIRECTORS 1. Each member of the board of directors of South East Iowa Parrot Rescue, Inc, when discharging the duties of a director, shall act in conformity with all of the following: A. In good faith. b. In a manner the director reasonably believes to be in the best interests of South East Iowa Parrot Rescue, Inc. 2. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making functions or when devoting attention to their oversight functions, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. 3. In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons to whom the board may have delegated, by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law. 4. In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the other directors. 5. A director is entitled to rely, on any of the following: a. One or more directors or incorporators of South East Iowa Parrot Rescue, Inc. whom the director reasonably believes to be reliable and competent. b. Legal counsel, public accountants, or other persons as to matters involving skills or expertise the director reasonably believes are either of the following: (1) Matters within the particular person's professional or expert competence. (2) Matters as to which the particular person merits confidence. c. A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence. 6. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. AUTHORITY TO EXECUTE DOCUMENTS 1. A contract or other instrument in writing executed or entered into between South East Iowa Parrot Rescue, Inc. and any other person is only valid as to the corporation by the signature of two directors and one Incorporator or the two Incorporators. AUTHORITY TO AMEND South East Iowa Parrot Rescue, Inc. may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation. AMENDMENT BY DIRECTORS 1. South East Iowa Parrot Rescue, Inc.’s board of directors may adopt amendments to the corporation’s articles of incorporation for any of the following purposes: a. To extend the duration of South East Iowa Parrot Rescue, Inc. if it was incorporated at a time when limited duration was required by law. b. To delete the names and addresses of the initial directors. c. To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state. d. To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name. 2. South East Iowa Parrot Rescue, Inc. incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles. 3. South East Iowa Parrot Rescue, Inc. shall provide notice of any meeting at which an amendment is to be voted upon The notice must also state that the purpose or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. ARTICLES OF AMENDMENT When an amendment to the articles of incorporation has been adopted and approved in the manner required by the bylaws, South East Iowa Parrot Rescue, Inc. shall deliver to the secretary of state, for filing, articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendment's adoption. 4. A statement that the amendment was duly approved by the incorporators or by the board of directors. LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS 1. The corporation shall not lend money to or guarantee the obligation of a director or officer of South East Iowa Parrot Rescue, Inc. 2. The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. LIABILITY FOR UNLAWFUL DISTRIBUTIONS 1. Unless a director complies with the applicable standards of conduct described, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to South East Iowa Parrot Rescue, Inc. for the amount of the distribution that exceeds what could have been distributed without violating this chapter. 2. A director held liable for an unlawful distribution under subsection 1 is entitled to contribution from both of the following: a. Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct. b. Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. STANDARDS OF CONDUCT FOR OFFICERS 1. An officer of South East Iowa Parrot Rescue, Inc., when performing in such capacity, shall act with the same ethical standards as required of the board of directors, and its members. 2. An officer shall not be liable as an officer to South East Iowa Parrot Rescue, Inc. or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law. RESIGNATION AND REMOVAL OF OFFICERS 1. An officer of a corporation may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is. 2. An officer may be removed at any time with or without cause by any of the following: a. The board of directors. b. The Incorporators. CONTRACT RIGHTS OF OFFICERS 1. The appointment of an officer of South East Iowa Parrot Rescue, Inc. does not itself create contract rights. 2. An officer's removal does not affect the officer's contract rights, if any, with the South East Iowa Parrot Rescue, Inc. An officer's resignation does not affect South East Iowa Parrot Rescue, Inc.’s contract rights, if any, with the officer. PERMISSIBLE INDEMNIFICATION 1. Except as otherwise provided in this section, South East Iowa Parrot Rescue, Inc. may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if all of the following apply: a. The individual acted in good faith. b. The individual reasonably believed either of the Following: (1) In the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of South East Iowa Parrot Rescue, Inc. (2) In all other cases, that the individual's conduct was at least not opposed to the best interests of South East Iowa Parrot Rescue, Inc. c. In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. d. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation as authorized by section 504.202, subsection 2, and paragraph "e". 2. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section. 3. Unless ordered by a court under section 504.855, subsection 1, paragraph "b", a corporation shall not indemnify a director under this section under either of the following circumstances: a. In connection with a proceeding by or in the right of South East Iowa Parrot Rescue, Inc., except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1. b. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. ADVANCE FOR EXPENSES 1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to South East Iowa Parrot Rescue, Inc.: a. A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in section 504.852 or that the proceeding involved conduct for which liability has been eliminated under a provision of the articles of incorporation. b. The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 504.853 and it is ultimately determined under section 504.855 or 504.856 that the director has not met the relevant standard of conduct described in section 504.852. 2. The undertaking required by subsection 1, paragraph "b", must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment. 3. Authorizations under this section shall be made according to one of the following: A. By the board of directors as follows: (1) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of who shall for such purpose constitute a quorum. (2) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 504.825, subsection 2, in which authorization directors who do not qualify as disinterested directors may participate. COURT-ORDERED INDEMNIFICATION 1. A director who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court shall give its decision. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION 1. A corporation shall not indemnify a director under section 504.852 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the standard of conduct set forth in section 504.852. 2. The determination shall be made by any of the following: a. If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of who shall for such purpose constitute a quorum. b. By special legal counsel under one of the following circumstances: (1) Selected in the manner prescribed in paragraph "a". (2) If there are fewer than two disinterested directors, selected by the board in which selection directors who do not qualify as disinterested directors may participate. 3. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection 2, paragraph "b", to select special legal counsel. INDEMNIFICATION OF OFFICERS 1. A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because the person is an officer, according to all of the following: A. To the same extent as to a director. b. If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for either of the following: (1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding. (2) Liability arising out of conduct that constitutes any of the following: (a) Receipt by the officer of a financial benefit to which the officer is not entitled. (b) An intentional infliction of harm on South East Iowa Parrot Rescue, Inc. or its members. (c) An intentional violation of criminal law. 2. The provisions of subsection 1, paragraph "b", shall apply to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act or omission sole as an officer. 3. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 504.853, and may apply to a court under section 504.855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions. INSURANCE South East Iowa Parrot Rescue, Inc. may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the request of South East Iowa Parrot Rescue, Inc. APPLICATION OF PART 1. South East Iowa Parrot Rescue, Inc. provides in its bylaws to obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 504.852 or advance funds to pay for or reimburse expenses in accordance with section 504.854 This provision obligates South East Iowa Parrot Rescue, Inc. to provide indemnification to the fullest extent permitted by law and shall be deemed to obligate South East Iowa Parrot Rescue, Inc. to advance funds to pay for or reimburse expenses in accordance with section 504.854 to the fullest extent permitted by law.. 2. No provision pursuant to subsection 1 shall obligate South East Iowa Parrot Rescue, Inc. to indemnify or advance expenses to a director of a predecessor of South East Iowa Parrot Rescue, Inc., pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in bylaws, or a resolution of the board of directors of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 504.1104. EXCLUSIVITY OF PART South East Iowa Parrot Rescue, Inc. will provide indemnification or advance expenses to director or an officer only as permitted by this part. PERSONAL LIABILITY 1. except as otherwise provided in this chapter, a director or officer of a corporation is not liable for the South East Iowa Parrot Rescue, Inc.'s debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity to any person for any action taken or failure to take any action in the discharge of the person's duties except liability for any of the following: a. The amount of any financial benefit to which the person is not entitled. b. An intentional infliction of harm on the South East Iowa Parrot Rescue, Inc. or the members. c. A violation of section 504.835. d. An intentional violation of criminal law. MERGER WITH FOREIGN CORPORATION 1. South East Iowa Parrot Rescue, Inc. will not merge with any foreign entity. SALE OF ASSETS IN REGULAR COURSE OF ACTIVITIES AND MORTGAGE OF ASSETS 1. South East Iowa Parrot Rescue, Inc. may, on the terms and conditions and for the consideration determined by the board of directors, or the Incorporators do either of the following: a. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities. B. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property, whether or not in the usual and regular course of its activities. 2. Approval of the members or any other persons of a transaction described in subsection 1 is not required. AUTHORIZED DISTRIBUTIONS a) South East Iowa Parrot Rescue, Inc. will be able to pay its debts as they become due in the usual course of its activities. b) South East Iowa Parrot Rescue, Inc.’s total assets will at least equal the sum of its total liabilities. c) South East Iowa Parrot Rescue, Inc. may make distributions upon dissolution. PROHIBITED DISTRIBUTIONS South East Iowa Parrot Rescue, Inc. shall not make any other distributions. DISSOLUTION BY INCORPORATORS OR DIRECTORS 1. The incorporators of South East Iowa Parrot Rescue, may, subject to any approval required bylaws, dissolve the corporation by delivering articles of dissolution to the secretary of state. 2. South East Iowa Parrot Rescue, Inc shall give notice of any meeting at which dissolution will be approved. The notice must also state that the purpose or one of the purposes, of the meeting is to consider dissolution of South East Iowa Parrot Rescue, Inc. 3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by South East Iowa Parrot Rescue, Inc will be distributed after all creditors have been paid. ARTICLES OF DISSOLUTION 1. At any time after dissolution is authorized, South East Iowa Parrot Rescue, Inc may dissolve by delivering articles of dissolution to the secretary of state setting forth all of the following: a. The name of the corporation. b. The date dissolution was authorized. c. A statement that dissolution was approved by the incorporators. 2. A corporation is dissolved upon the effective date of its articles of dissolution. PURPOSES Every Corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of South East Iowa Parrot Rescue, Inc. A Corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if Corporation under this chapter is not prohibited by the other statute. The South East Iowa Parrot Rescue, Inc. shall be subject to all limitations of the other statute. REGULAR AND SPECIAL MEETINGS 1. If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. 2. A board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. 3. An organizational meeting may be held in or out of Iowa. 4. At the annual meeting all of the following shall occur: a. The president treasurer shall report on the activities and financial condition of the corporation. b. The directors shall consider and act upon such other matters as may be raised consistent with the notice requirements. 5. At regular meetings, the directors shall consider and act upon such matters as may be raised consistent with the notice requirements. 6. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. COURT-ORDERED MEETING 1. The district court of Lee County, Iowa where South East Iowa Parrot Rescue, Inc.’s principal office is located may summarily order a meeting to be held when any of the following occurs: a. On application of any director stating the annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting. b. On application of director entitled to participate in a regular meeting of South East Iowa Parrot Rescue, Inc, if a regular meeting was not held within forty days after the date it was require to be held. c. On application of a director who signed a demand for a special meeting if any of the following applies: (1) The notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer. (2) The special meeting was not held in accordance with the notice. 2. The court may fix the time and place of the meeting, specify a record date for determining directors entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose of the meeting. 3. If the court orders a meeting, it may also order South East Iowa Parrot Rescue, Inc to pay the director's costs, including reasonable attorney fees, incurred to obtain the order. ACTION WITHOUT MEETING 1. Action by the board of directors taken at a meeting, or action required or permitted to be taken by the board of directors may be taken without a meeting if each director signs consent describing the action to be taken and delivers it to South East Iowa Parrot Rescue, Inc. 2. Action taken under this section is the act of the board of directors when one or more consent signed by all the directors are delivered to South East Iowa Parrot Rescue, Inc. The consent may specify the time at which the action taken is to be effective. A director's consent may be withdrawn by revocation signed by the director and delivered to South East Iowa Parrot Rescue, Inc prior to the delivery to South East Iowa Parrot Rescue, Inc of unrevoked written consents signed by all of the directors. 3. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document. CALL AND NOTICE OF MEETINGS 1. Regular meetings of the board may not be held without 2 days’ notice. 2. Special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. 3. Any board action to remove a director shall not be valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting. 4. The presiding officer of the board, the incorporators, or forty percent of the directors then in office may call and give notice of a meeting of the board. ACTION BY WRITTEN BALLOT 1. Any action which may be taken at any annual, regular, or special meeting of directors may be taken without a meeting if the corporation delivers a written ballot to every director entitled to vote on the matter. 2. A written ballot shall do both of the following: a. Set forth each proposed action. b. Provide an opportunity to vote for or against each proposed action. 3. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting. 4. All solicitations for votes by written ballot shall do all of the following: a. Indicate the number of responses needed to meet the quorum requirements and to approve each matter other than election of directors. C. Specify the date and time by which a ballot must be received by South East Iowa Parrot Rescue, Inc in order to be counted. 5. A written ballot shall not be revoked. 6. A written ballot may be delivered and a vote may be cast on that ballot by electronic transmission. An electronic transmission of a written ballot shall contain or be accompanied by information indicating that a director or a director’s attorney authorized the electronic transmission of the ballot. EMERGENCY POWERS 1. In anticipation of or during an emergency, the board of directors of a corporation may do both of the following: a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize an officer to do so. 2. During an emergency, Notice of a meeting of the board of directors need be given only to those directors, whom it is practicable to reach and such notice may be given in any practicable manner, including by publication and radio. 3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation does both of the following: a. Binds the corporation. b. Shall not be used to impose liability on a corporate director, officer, employee, or agent. 4 An emergency exists for purposes of this section if a quorum of the South East Iowa Parrot Rescue, Inc.'s directors cannot readily be assembled because of some catastrophic event. GENERAL POWERS. South East Iowa Parrot Rescue, Inc has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation all of the following powers: o Sue and be sued, complain, and defend in its corporate name. o Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing, affixing, or in any other manner reproducing it. o Make and amend bylaws not inconsistent with its articles South East Iowa Parrot Rescue, Inc. or with the laws of Iowa, for regulating and managing the affairs of the South East Iowa Parrot Rescue, Inc. o Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located. o Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property. o Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity. o Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income. o Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment. o Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity. o Conduct its activities, locate offices, and exercise the powers granted by Iowa. o Elect or appoint directors, and officers, of South East Iowa Parrot Rescue, Inc, define their duties, and fix their compensation. o Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the South East Iowa Parrot Rescue, Inc. interest. o Impose dues, assessments, and admission and transfer fees upon its members. o Establish conditions for admission of members, admit members, and issue memberships. o Carry on a business. o Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of South East Iowa Parrot Rescue, Inc. SERVICE ON CORPORATION 1. South East Iowa Parrot Rescue, Inc.’s registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on South East Iowa Parrot Rescue, Inc. 2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office shown in the Articles of Incorporation. Service is perfected under this subsection on the earliest of any of The following: a. The date the corporation receives the mail. b. The date shown on the return receipt, if signed on behalf Of the corporation. C. Five days after its deposit in the United States mail, if Mailed and correctly addressed with first class postage affixed. 3. This section does not prescribe the only means, or necessarily The required means, of serving a corporation. A corporation may also Be served in any other manner permitted by law. ADMISSION 1. The bylaws establish criteria or procedures for admission of directors and members. 2. A person shall not be admitted as a director or member without the person’s consent or affirmative action evidencing consent. CONSIDERATION South East Iowa Parrot Rescue, Inc. may admit members for no consideration or for such consideration as is determined by the board. DIFFERENCES IN RIGHTS AND OBLIGATIONS OF MEMBERS All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer. All members shall have the same rights and obligations with respect to any other. MEMBER'S LIABILITY TO THIRD PARTIES A member of South East Iowa Parrot Rescue, Inc. is not, as such, personally liable for the acts, debts, liabilities, or obligations of South East Iowa Parrot Rescue, Inc. MEMBER'S LIABILITY FOR DUES, ASSESSMENTS, AND FEES A member may become liable to South East Iowa Parrot Rescue, Inc. for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. CREDITOR'S ACTION AGAINST MEMBER liability, if any, of a member to South East Iowa Parrot Rescue, Inc unless final judgment has been rendered in favor of the creditor against South East Iowa Parrot Rescue, Inc and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. 2. All creditors of South East Iowa Parrot Rescue, Inc, with or without reducing their claims to judgment, may intervene in any creditor's proceeding to reach and apply unpaid amounts due South East Iowa Parrot Rescue, Inc. Any or all members who owe amounts to South East Iowa Parrot Rescue, Inc may be joined in such proceeding. RESIGNATION 1. A member may resign at any time. 2. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. TERMINATION, EXPULSION, OR SUSPENSION 1. A member of South East Iowa Parrot Rescue, Inc shall not be expelled or suspended, and a membership or memberships in South East Iowa Parrot Rescue, Inc shall not be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith. 2. A procedure is fair and reasonable when either of the following occurs: (1) Not less than fifteen days' prior written notice of the expulsion, suspension, or termination and the reasons therefore. (2) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by both Incorporators or the Board of Directors. b. The procedure requires consideration of all relevant facts and circumstances surrounding the expulsion, suspension, or termination by both Incorporators and the Board of Directors. 3. Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on South East Iowa Parrot Rescue, Inc.'s records. 4. A proceeding challenging an expulsion, suspension, or termination, including a proceeding alleging defective notice, must be commenced within one year after the effective date of the expulsion, suspension, or termination. 5. A member who has been expelled or suspended may be liable to South East Iowa Parrot Rescue, Inc for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension. DEMAND A derivative proceeding shall not be commenced until both of the following have occurred: 1. A written demand has been made upon the corporation to take suitable action. 2. Ninety days have expired from the date the demand was made, unless the member or director has earlier been notified that the demand has been rejected by South East Iowa Parrot Rescue, Inc or unless irreparable injury to South East Iowa Parrot Rescue, Inc would result by waiting for the expiration of the ninety-day period STAY OF PROCEEDINGS If South East Iowa Parrot Rescue, Inc commences an inquiry into the allegations made in a demand or complaint, the court may stay any derivative proceeding for a period of time as the court deems appropriate. DISMISSAL 1. A derivative proceeding shall be dismissed by the court on motion by South East Iowa Parrot Rescue, Inc if one of the groups has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of South East Iowa Parrot Rescue, Inc. A corporation moving to dismiss on this basis shall submit in support of the motion a short and concise statement of the reasons for its determination. 2. The determination in subsection 1 shall be made by a majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum. 3. None of the following shall by itself cause a director to be considered not independent for purposes of this section: a. The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded. b. The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded. c. The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director. 4. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a member or director, the complaint shall allege with particularity facts establishing one of the following: a. That a majority of the board of directors did not consist of independent directors at the time the determination was made. b. That the requirements of subsection 1 have not been met. All discovery and other proceedings shall be stayed during the pendency of any motion to dismiss unless the court finds upon the motion of any party that particularized discovery is necessary to preserve evidence or prevent undue prejudice to that party. 5. If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of subsection 1 have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection 1 have not been met. 6. The court may appoint a panel of one or more independent persons upon motion by South East Iowa Parrot Rescue, Inc to make a determination whether the maintenance of the derivative proceeding is in the best interests of South East Iowa Parrot Rescue, Inc. In such case, the plaintiff shall have the burden of proving that the requirements of subsection 1 have not been met. DISCONTINUANCE OR SETTLEMENT A derivative proceeding shall not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of South East Iowa Parrot Rescue, Inc.’s member or class of members or director, the court shall direct that notice be given to the members or director affected. PAYMENT OF EXPENSES On termination of a derivative proceeding, the court may do either of the following: 1. Order South East Iowa Parrot Rescue, Inc to pay the plaintiff's reasonable expenses, including attorney fees incurred in the proceeding, if it finds that the proceeding has resulted in a substantial benefit to South East Iowa Parrot Rescue, Inc. 2. Order the plaintiff to pay any defendant's reasonable expenses, including attorney fees incurred in defending the proceeding, if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose. ACTION ON PLAN BY BOARD 1. A plan of merger for a corporation must be approved by all of the following to be adopted: a. The board. b. The Incorporators. 2. The merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained. The notice must also state that the purpose or one of the purposes, of the meeting is to consider the proposed merger. 7. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned subject to any contractual rights in the manner determined by the board of directors. ARTICLES OF MERGER After a plan of merger is approved by the board of directors the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth all of the following, as applicable: 1. The plan of merger. 2. A statement that the plan was approved by a majority vote of the board of directors. 3. A statement that the plan was approved by South East Iowa Parrot Rescue, Inc Incorporators. EFFECT OF MERGER When a merger takes effect, all of the following occur: 1. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. 2. The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger. 3. The surviving corporation has all the liabilities and obligations of each corporation party to the merger. 4. A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased. 5. The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION 1. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. 2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do all of the following: a. Describe information that must be included in a claim. b. Provide a mailing address where a claim may be sent. c. State the deadline, which shall not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim. d. State that the claim will be barred if not received by the deadline. 3. A claim against the dissolved corporation is barred if either of the following occurs: a. A claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline. b. A claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. 4. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. UNKNOWN CLAIMS AGAINST DISSOLVED CORPORATION 1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. 2. The notice must do all of the following: a. Be published one time in a newspaper of general circulation in Lee County. b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. c. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. 3. If the dissolved corporation publishes a newspaper notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice: a. A claimant who did not receive written notice. b. A claimant whose claim was timely sent to the dissolved corporation but not acted on. c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. 4. A claim may be enforced under this section to the following extent, as applicable: a. Against the dissolved corporation, to the extent of its undistributed assets. b. If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee. GROUNDS FOR ADMINISTRATIVE DISSOLUTION The secretary of state may commence a proceeding to administratively dissolve South East Iowa Parrot Rescue, Inc if any of the following occurs: 1. South East Iowa Parrot Rescue, Inc does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 504.1613, within sixty days after the report is due. 2. South East Iowa Parrot Rescue, Inc is without a registered agent or registered office in this state for sixty days or more. 3. South East Iowa Parrot Rescue, Inc does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION 1. Upon determining that one or more grounds exist under section 504.1421 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 504.504. 2. If South East Iowa Parrot Rescue, Inc does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty days after service of notice is perfected under section 504.504, the secretary of state may administratively dissolve South East Iowa Parrot Rescue, Inc by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate of dissolution and serve a copy on South East Iowa Parrot Rescue, Inc under section 504.504. 3. A corporation that is administratively dissolved continues its corporate existence but shall not carry on any activities except those necessary to wind up and liquidate its affairs pursuant to section 504.1405 and notify its claimants pursuant to sections 504.1406 and 504.1407. 4. The administrative dissolution of a corporation does not terminate the authority of its registered agent. 5. The secretary of state's administrative dissolution of a corporation pursuant to this section appoints the secretary of state as the corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the corporation. Upon receipt of process, the secretary of state shall serve a copy of the process on South East Iowa Parrot Rescue, Inc as provided in section 504.504. This subsection does not preclude service on the South East Iowa Parrot Rescue, Inc’s registered agent, if any. GROUNDS FOR JUDICIAL DISSOLUTION 1. The district court may dissolve South East Iowa Parrot Rescue, Inc in any of the following ways: a. In a proceeding brought by the attorney general, if it is established South East Iowa Parrot Rescue, Inc has continued to exceed or abuse the authority conferred upon it by law. b. in a proceeding by a director or any person specified in the articles, if any of the following is established: (1) The directors are deadlocked in the management of the corporate affairs. (2) The directors or those in control of South East Iowa Parrot Rescue, Inc have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent. (4) The corporate assets are being misapplied or wasted. c. In a proceeding brought by a creditor, if either of the following is established: (1) The creditor's claim has been reduced to judgment, the execution on the judgment is returned unsatisfied, and South East Iowa Parrot Rescue, Inc is insolvent. (2) South East Iowa Parrot Rescue, Inc has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. d. In a proceeding brought by South East Iowa Parrot Rescue, Inc to have its voluntary dissolution continued under court supervision. 2. Prior to dissolving a corporation, the court shall consider whether: a. There are reasonable alternatives to dissolution. b. Dissolution is in the public interest, if South East Iowa Parrot Rescue, Inc is a public benefit corporation. c. Dissolution is the best way of protecting the interests of members, if South East Iowa Parrot Rescue, Inc is a mutual benefit corporation. PROCEDURE FOR JUDICIAL DISSOLUTION 1. Venue for a proceeding brought by the attorney general to dissolve a corporation lies in Polk County. Venue for a proceeding brought by any other party named in section 504.1431 lies in the county where South East Iowa Parrot Rescue, Inc.’s principal office is located or, if none is located in this state, where its registered office is or was last located. 2. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. 3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, or carry on the activities of the corporation until a full hearing can be held. RECEIVERSHIP OR CUSTODIANSHIP 1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. 2. The court may appoint an individual, or a domestic or foreign business or nonprofit corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. 3. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended, including the following: a. The receiver or custodian may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the receiver's or custodian’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation. The receiver or custodian may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation, as applicable, in all courts of this state. b. The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. 4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. 5. The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and to the receiver's or custodian’s attorney from the assets of the corporation or proceeds from the sale of the assets. DECREE OF DISSOLUTION 1. If after a hearing the court determines that one or more grounds for judicial dissolution exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. 2. After entering the decree of dissolution, the court shall direct the winding up of the corporation's affairs and liquidation of the estate and the notification of its claimants. DEPOSIT WITH STATE TREASURER. Assets of a dissolved corporation which should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the treasurer of state for safekeeping. However, in the treasurer of state’s discretion, property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the treasurer of state shall deliver to the creditor, member, or other person or to the representative of the creditor, member, or other person that amount or property. CORPORATE RECORDS 1. South East Iowa Parrot Rescue, Inc shall keep as permanent records minutes of all meetings of its board of directors, a record of all actions taken by the directors without a meeting, and a record of all actions taken by committees of the board of directors. 2. South East Iowa Parrot Rescue, Inc shall maintain appropriate accounting records. 3. South East Iowa Parrot Rescue, Inc or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to vote. 4. South East Iowa Parrot Rescue, Inc shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. 5. South East Iowa Parrot Rescue, Inc shall keep a copy of all of the following records: a. Its articles or restated articles of incorporation and all amendments to them currently in effect. b. Its bylaws or restated bylaws and all amendments to them currently in effect. c. Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members. d. The minutes of all meetings of members and records of all actions approved by the members for the past three years. e. All written communications to members generally within the past three years, including the financial statements furnished for the past three year. f. A list of the names and business or home addresses of its current directors and officers. g. Its most recent biennial report delivered to the secretary of state. INSPECTION OF RECORDS BY MEMBERS 1. A member is entitled to inspect and copy, at a reasonable time and location specified by South East Iowa Parrot Rescue, Inc, any of the records of the corporation described in Corporate Records, subsection 5, if the member gives South East Iowa Parrot Rescue, Inc written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy. 2. Subject to subsections 5 and 6, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection 3 and gives the corporation written notice at least ten business days before the date on which the member wishes to inspect and copy: a. Excerpts from any records required to be maintained under Corporate Records, subsection 1, to the extent not subject to inspection under subsection 1 of this section. b. Accounting records of South East Iowa Parrot Rescue, Inc. c. The membership list. 3. A member may inspect and copy the records identified in subsection 2 only if all of the following apply: a. The member's demand is made in good faith and for a proper purpose. b. The member describes with reasonable particularity the purpose of the demand and the records the member desires to inspect. c. The records are directly connected to the purpose described. d. The board consents, if consent is required. 4. This section does not affect either of the following: a. The right of a member to inspect records or, if the member is in litigation South East Iowa Parrot Rescue, Inc, to the same extent as any other litigant. b. The power of a court, independently of this chapter, to compel the production of corporate records for examination. 5. South East Iowa Parrot Rescue, Inc will, within ten business days after receiving a demand for inspection of a membership list, respond to the demand with a written proposal offering a reasonable alternative to the demand for inspection that will achieve the purpose of the demand without providing access to or a copy of the membership list. A proposal offering an alternative that reasonably and in a timely manner accomplishes a proper purpose identified in a demand for inspection shall be considered to offer a reasonable alternative. A proposal for a reasonable alternative that has been accepted by the person making the demand for inspection shall cease to be considered a reasonable alternative if the terms of the proposal are not carried out by South East Iowa Parrot Rescue, Inc within a reasonable time after acceptance of the proposal. For the purposes of this subsection, a reasonable alternative may include, but is not limited to, a communication prepared by a member and mailed by South East Iowa Parrot Rescue, Inc at the expense of the member. SCOPE OF INSPECTION RIGHT 1. A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. 2. The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. 3. South East Iowa Parrot Rescue, Inc may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records. 4. South East Iowa Parrot Rescue, Inc will comply with a member's demand to inspect the record of members under section 504.1602, subsection 2, paragraph "c", by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. COURT-ORDERED INSPECTION 1. If South East Iowa Parrot Rescue, Inc does not allow a member who complies with section 504.1602, subsection 1, to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporation's principal office is located or, if none is located in this state, where its registered office is located, may summarily order inspection and copying of the records demanded at South East Iowa Parrot Rescue, Inc.’s expense upon application of the member. 2. If South East Iowa Parrot Rescue, Inc does not within a reasonable time allow a member to inspect and copy any other records, or propose a reasonable alternative to such inspection and copying, the member who complies with section 504.1602, subsections 2 and 3, may apply to the district court in the county where the corporation's principal office is located or, if none is located in this state, where its registered office is located, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. 3. If the court orders inspection and copying of the records demanded or other relief deemed appropriate by the court, it shall also order South East Iowa Parrot Rescue, Inc to pay the member's costs, including reasonable attorney fees incurred, to obtain the order unless the corporation proves that it refused inspection in good faith because It had a reasonable basis for doubt about the right of the member to inspect the records demanded. 4. If the court orders inspection and copying of the records demanded or other relief deemed appropriate by the court, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. LIMITATIONS ON USE OF CORPORATE RECORDS Without consent of the board, no corporate record may be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, corporate records, including without limitation a membership list or any part thereof, shall not be used for any of the following: 1. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by South East Iowa Parrot Rescue, Inc. 2. for any commercial purpose. 3. for sale to or purchase by any person. 4. For any purpose that is detrimental to the interests of South East Iowa Parrot Rescue, Inc. INSPECTION OF RECORDS BY DIRECTORS 1. A director of South East Iowa Parrot Rescue, Inc is entitled to inspect and copy the books, records, and documents of South East Iowa Parrot Rescue, Inc at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to South East Iowa Parrot Rescue, Inc. 2. The district court of the county where South East Iowa Parrot Rescue, Inc.’s principal office, or if none in this state, its registered office, is located may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless South East Iowa Parrot Rescue, Inc establishes that the director is not entitled to such inspection rights. The court shall dispose of an application on an expedited basis. 3. If an order is issued, the court may include provisions protecting South East Iowa Parrot Rescue, Inc from undue burden or expense and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to South East Iowa Parrot Rescue, Inc, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application. EXCEPTION TO NOTICE REQUIREMENT 1 Notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to the member at the member's address as shown on the records of South East Iowa Parrot Rescue, Inc and have been returned as undeliverable. 2. If the member delivers to South East Iowa Parrot Rescue, Inc a written notice setting forth the member's then-current address, the requirement that notice be given to the member shall be reinstated. FINANCIAL STATEMENTS FOR MEMBERS 1. South East Iowa Parrot Rescue, Inc., upon written demand from a member shall furnish that member the corporation's latest annual financial statements, which may be consolidated or combined statements of South East Iowa Parrot Rescue, Inc and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for that year. 2. If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. REPORT OF INDEMNIFICATION TO MEMBERS If South East Iowa Parrot Rescue, Inc indemnifies or advances expenses to a director in connection with a proceeding by or in the right of the corporation, South East Iowa Parrot Rescue, Inc shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. BIENNIAL REPORT FOR SECRETARY OF STATE 1. South East Iowa Parrot Rescue, Inc shall deliver to the secretary of state for filing a biennial report on a form prescribed and furnished by the secretary of state that sets forth all of the following: a. The name of the corporation and the state or country under whose law it is incorporated. b. The address of the corporation's registered office and the name of the corporation's registered agent at that office in Iowa, together with the consent of any new registered agent. c. The address of the corporation's principal office. d. The names and addresses of the president, secretary, treasurer, and one member of the board of directors. e. Whether or not the corporation has members. 2. The information in the biennial report must be current on the date the biennial report is executed on behalf of the corporation. 3. The first biennial report shall be delivered to the secretary of state between January 1 and April 1 of 2009 and each odd numbered year thereafter. 4. a. If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing and return the report to the corporation for correction. b. A filing fee for the biennial report shall be determined by the secretary of state. c. For purposes of this section, each biennial report shall contain information related to the two-year period immediately preceding the calendar year in which the report is filed. 5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary of state for the biennial report, provided that the form contains the information required. If the secretary of state determines that a biennial report does not contain the information required by this section but otherwise meets the requirements for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change of registered office or registered agent, before returning the biennial report to South East Iowa Parrot Rescue, Inc as provided in this section. A statement of change of registered office or agent pursuant to this subsection shall be executed by a person authorized to execute the biennial report. Charitable Contributions— Substantiation and Disclosure – Organizations that are tax exempt under section 501(c)(3) of the IRC must meet certain requirements for documenting charitable contributions. The federal tax law imposes two general disclosure rules: 1) a donor must obtain a written acknowledgment from a charity for any single contribution of $250 or more before the donor can claim a charitable contribution on his/her federal income tax return; 2) a charitable organization must provide a written disclosure to a donor who makes a payment in excess of $75 partly as a contribution and partly for goods and services provided by the organization. A donor cannot claim a tax deduction for any contribution of cash, a check or other monetary gift made on or after January 1, 2007, unless the donor maintains a record of the contribution in the form of either a bank record (such as a cancelled check) or a written communication from the charity (such as a receipt or a letter) showing the name of the charity, the date of the contribution, and the amount of the contribution. ULTRA VIRES The validity of corporate action shall not be challenged on the ground that the South East Iowa Parrot Rescue, Inc. lacks or lacked power to act. South East Iowa Parrot Rescue, Inc.'s power to act may be challenged in a proceeding against the South East Iowa Parrot Rescue, Inc. to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding. South East Iowa Parrot Rescue, Inc.'s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the South East Iowa Parrot Rescue, Inc. The proceeding may be brought by a director, the South East Iowa Parrot Rescue, Inc., directly, derivatively, or through a receiver, a trustee or other legal representative, or in the case of a public benefit Corporation, by the attorney general. TERMS a) ."Approved by the members" or "approval by the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this chapter or by the affirmative vote, written ballot, or written consent of such greater proportion, including the votes of all the members of any class, unit, or grouping as may be provided in the articles, bylaws, or this chapter for any specified member action. b) . "Articles of South East Iowa Parrot Rescue, Inc." or "articles” include amended and restated articles of South East Iowa Parrot Rescue, Inc. and articles of merger. c) . "Board" or "board of directors" means the five (5) member board of directors of South East Iowa Parrot Rescue except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 504.801. d) . "Bylaws" means the code or codes of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of South East Iowa Parrot Rescue irrespective of the name or names by which such rules are designated. e) "Class" means a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For purposes of this section, rights shall be considered the same if they are determined by a formula applied uniformly. f) . "Corporation." means a public benefit, mutual benefit, or religious corporation. g) . "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. h) . "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. i) . "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. j) "Distribution" means the payment of a dividend or any part of the income or profit of a South East Iowa Parrot Rescue, Inc. to its members, directors, or officers. k) "Domestic South East Iowa Parrot Rescue, Inc." means South East Iowa Parrot Rescue, Inc. l) . "Effective date of notice" is defined in section 504.142. m) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. n) "Employee" does not include an officer or director of South East Iowa Parrot Rescue, Inc. who is not otherwise employed by the South East Iowa Parrot Rescue, Inc. o) . "Entity" includes South East Iowa Parrot Rescue, Inc. and foreign Corporation; business Corporation and foreign business Corporation; limited liability company and foreign limited liability company; profit and nonprofit unincorporated association; Corporation sole; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, the United States, and foreign government. p) . "File", "filed", or "filing" means filed in the office of the secretary of state. q) . "Foreign Corporation" means a Corporation organized under laws other than the laws of this state which would be a nonprofit Corporation if formed under the laws of this state. r) . "Governmental subdivision" includes an authority, county, district, and municipality. s) . "Includes" denotes a partial definition. t) . "Individual" includes the estate of an incompetent individual. u) . "Means" denotes a complete definition. v) . "Member" means a person who on more than one occasion, pursuant to the provisions of South East Iowa Parrot Rescue, Inc.’s articles or bylaws, has a right to vote for the election of a director or directors of South East Iowa Parrot Rescue, Inc., irrespective of how a member is defined in the articles or bylaws of South East Iowa Parrot Rescue, Inc.. A person is not a member because of any of the following: o The person's rights as a delegate. o The person's rights to designate a director. o The person's rights as a director. w) . "Membership" refers to the rights and obligations a member or members have pursuant to South East Iowa Parrot Rescue, Inc.’s articles, bylaws, and this chapter. . "Mutual Benefit Corporation" means a domestic or foreign Corporation that is required to be a mutual benefit Corporation pursuant to section 504.1705. x) . "Notice" is defined in section 504.142. y) . "Person" includes any individual or entity. z) . "Principal office" means the office in or out of this state so designated in the biennial report filed pursuant to section 504.1613 where the principal offices of a domestic or foreign Corporation are located. aa) "Proceeding" includes a civil suit and criminal, administrative, or investigatory actions. bb) "Public Benefit Corporation" means a domestic or foreign Corporation that is required to be a public benefit Corporation pursuant to section 504.1705. cc) "Record date" means the date established under subchapter VI or VII on which a Corporation determines the identity of its members for the purposes of this chapter. dd) "Religious Corporation" means a domestic or foreign Corporation that engages in religious activity as one of the Corporation's principal purposes. ee) "Secretary" means the South East Iowa Parrot Rescue, Inc. officer to whom the board of directors has delegated responsibility under section 504.841, subsection 2, for custody of the minutes of the directors' and members' meetings and for authenticating the records of South East Iowa Parrot Rescue, Inc. ff) "Sign" or "signature" includes a manual, facsimile, conformed, or electronic signature. gg) "State", when referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions, and a territory and insular possession and their agencies and governmental subdivisions of the United States. hh) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States. ii) "Vote" includes authorization by written ballot and written consent. jj) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not occurred at the time. When a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
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