Amended and Restated By-Laws of the
Technical Service Provider Network
Technical Service Provider Network
Article 1: Name
Sec. 1 The name of this organization is the Technical Service Provider Network, Incorporated.
Sec. 2 The Technical Service Provider Network, Inc. (TSPN) is a Non-profit organization.
Sec. 3 The address for TSPN will be the designated contact person elected by the board, however
the association may have offices at other places from time to time as designated by the
Board of Directors.
Sec. 2 The Technical Service Provider Network, Inc. (TSPN) is a Non-profit organization.
Sec. 3 The address for TSPN will be the designated contact person elected by the board, however
the association may have offices at other places from time to time as designated by the
Board of Directors.
Article II: Purposes
Sec. 1 The purposes of this association shall be:
a. To promote the certification and professionalism of its membership.
b. To promote the common business interests of those engaged in the providing of TSP services to landowners and to local, state and federal conservation organizations.
c. Encourage professionalism and accountability in business practices, equipment and planning methods, always in an environmentally sound and friendly manner.
d. Educate farmers and the general public about the advantages in the use of conservation.
e. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its
members, directors, officers or any other private persons, except that the association shall be authorized
and empowered to pay reasonable compensation for services rendered.
Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or any corresponding provision of any future United States Internal Revenue law), or (b) by a corporation, contributions to which our deductible under Sections 170(c)(2) of the Internal Revenue Code (or any corresponding provision of any future United States Internal Revenue law).
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operating exclusively as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
a. To promote the certification and professionalism of its membership.
b. To promote the common business interests of those engaged in the providing of TSP services to landowners and to local, state and federal conservation organizations.
c. Encourage professionalism and accountability in business practices, equipment and planning methods, always in an environmentally sound and friendly manner.
d. Educate farmers and the general public about the advantages in the use of conservation.
e. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its
members, directors, officers or any other private persons, except that the association shall be authorized
and empowered to pay reasonable compensation for services rendered.
Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or any corresponding provision of any future United States Internal Revenue law), or (b) by a corporation, contributions to which our deductible under Sections 170(c)(2) of the Internal Revenue Code (or any corresponding provision of any future United States Internal Revenue law).
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operating exclusively as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Article III: Membership
Sec. 1 Membership in this association shall consist of the following tiers:
a. Active Members: Certified individuals that provide TSP services to landowners and/or local, states or federal conservation agencies/organizations.
b. Associate Members: Individuals seeking TSP certification and individuals providing complimentary services to TSPN members, including farmer(s).
c. Allied members: Associations or businesses involved in supporting goals and objectives of the TSPN.
Sec. 2 Voting Members: Only Active Members who are current with association dues are
eligible to vote on issues during elections. Associate and Allied members can participate in discussions during annual meetings.
a. Active Members: Certified individuals that provide TSP services to landowners and/or local, states or federal conservation agencies/organizations.
b. Associate Members: Individuals seeking TSP certification and individuals providing complimentary services to TSPN members, including farmer(s).
c. Allied members: Associations or businesses involved in supporting goals and objectives of the TSPN.
Sec. 2 Voting Members: Only Active Members who are current with association dues are
eligible to vote on issues during elections. Associate and Allied members can participate in discussions during annual meetings.
Article IV: Annual Dues
Sec. 1 The annual dues of the membership tiers of the association shall be set by the Board of Directors at a regularly scheduled meeting of the Board of Directors.
Article V: Meetings
Sec. 1 Annual—There shall be an annual meeting of the association ordered by the Board of Directors, for receiving the annual reports, board member elections and the transaction of other business. Notice of such meeting, signed by the secretary, shall be mailed at least 15 days before time appointed for the meeting.
Sec. 2 Special—Special meetings of the association may be called by the president of the Board of Directors, or shall be called by the president upon written request of 20 members of the association or one third of the paid Active Members, whichever is less. Notice of any special meeting shall be mailed to each member at their last recorded address at least 15 days in advance, with a statement of time, place and information as to the subject of the special meeting.
Sec. 3 Quorum—Twenty members, or one third of the paid Active Members, whichever is less, present at any properly called meeting of the association shall constitute a quorum, and, in case there be less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.
Sec. 2 Special—Special meetings of the association may be called by the president of the Board of Directors, or shall be called by the president upon written request of 20 members of the association or one third of the paid Active Members, whichever is less. Notice of any special meeting shall be mailed to each member at their last recorded address at least 15 days in advance, with a statement of time, place and information as to the subject of the special meeting.
Sec. 3 Quorum—Twenty members, or one third of the paid Active Members, whichever is less, present at any properly called meeting of the association shall constitute a quorum, and, in case there be less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.
Article VI: Board of Directors
Sec. 1 The Board of Directors shall have supervision, control and direction of the affairs of the association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Sec. 2 Board of Directors:
A. Shall consist of Eight Directors elected by the membership.
B. Following elections, directors will serve a term of three years. No director shall serve more than two consecutive terms.
C. Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified, of unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. It shall be the responsibility of the Board to elect the officers.
D. President of the Board of Directors:
1. Elections: There shall be an election for President-Elect every two years.
2. Duties of the President: See Article VII - Officers
3. Term of the President:
a. The term of office shall be six years as specified below. During this period the member will not be subject to the two consecutive
term rule in Sec 2.B
i. President-Elect: Two years. The President-Elect shall automatically become President at the end of the term as President-Elect.
ii. President: Two years. The President shall automatically become Past President at the end of the term as President.
iii. Past President: Two years. Shall retire from the board at the end of the term as Past President.
b. At the end of the term, the member shall no longer be eligible for office of the president for a period of two terms (2-year term). The member may be reelected to the board of directors by the voting members.
4. Resignation of the President:
a. President-Elect:
i. In the event the President Elect resigns from the office or the board of directors. The President shall notify the board of directors and nominating committee of a special election to fill the office.
ii. If the election is to takes place within 6 months of the annual meeting in which the president-elect would have taken the office of president. Current President shall continue in office for an additional year, then as past president for 1 year so as to stay within the term limit as set forth in Section 2A of the by-laws.
b. President:
i. In the event the President resigns from the office or the board of directors. The Past President shall assume the duties of president until the president-elect has served at least 1 year in office.
ii. Upon assuming the office of President, the President-Elect shall notify the board of directors and nominating committee of a special election to fill the office of President-Elect.
iii. If the election is to takes place within 6 months of the annual meeting in which the president-elect would have taken the office of president. The election shall be held at the annual meeting.
E. Executive Director (ED)
1.The ED shall be nominated by the board of directors and approved by the voting members
2.The appointment shall be until retirement or removal by the board of directors or voting members.
3.The ED shall be an active member of the association and shall be a member ex-officio, with right to vote.
4.The ED shall report to the Board of Directors, the overall strategic and operational responsibility for TSPN Nonprofit’s staff, programs, expansion, and execution of its mission. Will develop and maintain a deep knowledge of field, core programs, operations, and business plans.
Sec. 3 Meetings—The Board shall meet upon call of the president at such times and places as he/she may designate, and shall be called to meet upon demand of a majority of its directors. Notice of all meetings of the Board at least ten (10) days in advance of such meetings.
Sec. 4 Quorum— A majority of the whole Board shall constitute a quorum at any meeting of the Board.
Sec. 5 Absence— Any member of the Board of Directors absent from three consecutive meetings for reasons which the Board has failed to declare to be sufficient, may be removed from office.
Sec. 6 Vacancies— Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be appointed by the remaining members of the Board for the unexpired term.
Sec. 7 Eligibility—Active Members are eligible to serve on the board of directors.
Sec. 2 Board of Directors:
A. Shall consist of Eight Directors elected by the membership.
B. Following elections, directors will serve a term of three years. No director shall serve more than two consecutive terms.
C. Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified, of unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. It shall be the responsibility of the Board to elect the officers.
D. President of the Board of Directors:
1. Elections: There shall be an election for President-Elect every two years.
2. Duties of the President: See Article VII - Officers
3. Term of the President:
a. The term of office shall be six years as specified below. During this period the member will not be subject to the two consecutive
term rule in Sec 2.B
i. President-Elect: Two years. The President-Elect shall automatically become President at the end of the term as President-Elect.
ii. President: Two years. The President shall automatically become Past President at the end of the term as President.
iii. Past President: Two years. Shall retire from the board at the end of the term as Past President.
b. At the end of the term, the member shall no longer be eligible for office of the president for a period of two terms (2-year term). The member may be reelected to the board of directors by the voting members.
4. Resignation of the President:
a. President-Elect:
i. In the event the President Elect resigns from the office or the board of directors. The President shall notify the board of directors and nominating committee of a special election to fill the office.
ii. If the election is to takes place within 6 months of the annual meeting in which the president-elect would have taken the office of president. Current President shall continue in office for an additional year, then as past president for 1 year so as to stay within the term limit as set forth in Section 2A of the by-laws.
b. President:
i. In the event the President resigns from the office or the board of directors. The Past President shall assume the duties of president until the president-elect has served at least 1 year in office.
ii. Upon assuming the office of President, the President-Elect shall notify the board of directors and nominating committee of a special election to fill the office of President-Elect.
iii. If the election is to takes place within 6 months of the annual meeting in which the president-elect would have taken the office of president. The election shall be held at the annual meeting.
E. Executive Director (ED)
1.The ED shall be nominated by the board of directors and approved by the voting members
2.The appointment shall be until retirement or removal by the board of directors or voting members.
3.The ED shall be an active member of the association and shall be a member ex-officio, with right to vote.
4.The ED shall report to the Board of Directors, the overall strategic and operational responsibility for TSPN Nonprofit’s staff, programs, expansion, and execution of its mission. Will develop and maintain a deep knowledge of field, core programs, operations, and business plans.
Sec. 3 Meetings—The Board shall meet upon call of the president at such times and places as he/she may designate, and shall be called to meet upon demand of a majority of its directors. Notice of all meetings of the Board at least ten (10) days in advance of such meetings.
Sec. 4 Quorum— A majority of the whole Board shall constitute a quorum at any meeting of the Board.
Sec. 5 Absence— Any member of the Board of Directors absent from three consecutive meetings for reasons which the Board has failed to declare to be sufficient, may be removed from office.
Sec. 6 Vacancies— Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be appointed by the remaining members of the Board for the unexpired term.
Sec. 7 Eligibility—Active Members are eligible to serve on the board of directors.
Article VII: Officers
Sec. 1 The elective officers of this association shall be President, President-Elect, Past President, Secretary, and Treasurer. These officers shall be elected annually by the Board of Directors at the regular meeting held immediately after the board election at the association’s annual meeting.
Sec. 2 Each elective officer shall take office and shall serve for a term as specified in this article or until his/her successor is duly elected and qualified.
Sec. 3 President— The president shall be the principal elective officer of the organization, shall preside at meetings of the association and of the Board of Directors, and shall be a member ex-officio, with right to vote, of all committees except the nomination committee. The term of office shall be in accordance with Article V1 Sec 2.D.3
Sec. 4 President-Elect— The president-elect may, be delegated by the president to perform his/her duties, in the event of his/her temporary disability or absence from meetings, and shall have such other duties as the president of the Board may assign. The term of office shall be in accordance with Article V1 Sec 2.D.3
Sec. 5 Secretary— It shall be the secretary’s duty to give notice of and attend all meetings of the association, to keep a record of all proceedings, to attest documents and perform such other duties as are usual for such official or as may be duly assigned to him/her. Term one year.
Sec. 6 Treasurer— The treasurer shall keep an account of all moneys received and expended for the use of the Board. He/she shall make a report at the annual meeting of when called upon by the president. The funds, books, and vouchers in his/her hands shall, at all times be subject to verification and inspection by the Board of Directors. The Executive Director and Treasurer shall receive monthly bank account statements directly from the bank. Term one year.
Sec. 7 Past President – The Past President shall provide advice and leadership to the Board of Directors regarding past practices and other matters to assist the Board in directing the Association. The Past President supports the president and the President-Elect on an as-needed basis. The Past President may perform the duties of the President in the absence or disability of the President.
Sec. 2 Each elective officer shall take office and shall serve for a term as specified in this article or until his/her successor is duly elected and qualified.
Sec. 3 President— The president shall be the principal elective officer of the organization, shall preside at meetings of the association and of the Board of Directors, and shall be a member ex-officio, with right to vote, of all committees except the nomination committee. The term of office shall be in accordance with Article V1 Sec 2.D.3
Sec. 4 President-Elect— The president-elect may, be delegated by the president to perform his/her duties, in the event of his/her temporary disability or absence from meetings, and shall have such other duties as the president of the Board may assign. The term of office shall be in accordance with Article V1 Sec 2.D.3
Sec. 5 Secretary— It shall be the secretary’s duty to give notice of and attend all meetings of the association, to keep a record of all proceedings, to attest documents and perform such other duties as are usual for such official or as may be duly assigned to him/her. Term one year.
Sec. 6 Treasurer— The treasurer shall keep an account of all moneys received and expended for the use of the Board. He/she shall make a report at the annual meeting of when called upon by the president. The funds, books, and vouchers in his/her hands shall, at all times be subject to verification and inspection by the Board of Directors. The Executive Director and Treasurer shall receive monthly bank account statements directly from the bank. Term one year.
Sec. 7 Past President – The Past President shall provide advice and leadership to the Board of Directors regarding past practices and other matters to assist the Board in directing the Association. The Past President supports the president and the President-Elect on an as-needed basis. The Past President may perform the duties of the President in the absence or disability of the President.
Article IX: Indemnification
The association may, by resolution of the board of directors, provide for indemnification by the association of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, of a party, by reason of having been a director or officer of the association, except in relations to matters as to which such directors of officers or former directors or officer shall be adjudged in such action, suit, of proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
Article X: Auditing of Financial Records
The books and records of the corporation shall be reviewed at least annually by a committee appointed by the Board of Directors. The annual review shall be completed with the assistance of the Treasurer. At such other times as the Board shall determine, the Treasurer shall make, or cause to be made, an accurate written statement of the corporation’s financial condition. Further, at such times as the Board shall determine, the financial records of the corporation shall be reviewed and/or audited by an independent accounting firm and/or certified public accountant.
Upon proposal by the Board of Directors, these by-laws may be amended, repealed, or altered, in whole or in part, (a) by majority vote at any meeting of the association; provided, that a copy of any amendments proposed for consideration shall be mailed to the last recorded address of each member at least thirty (30) days prior to the date of the meeting.
Article XI: Amendments
Upon proposal by the Board of Directors, these by-laws may be amended, repealed, or altered, in whole or in part, (a) by majority vote at any meeting of the association; provided, that a copy of any amendments proposed for consideration shall be mailed to the last recorded address of each member at least thirty (30) days prior to the date of the meeting.
Article XII: Governing Law
In all matters not specified in these by-laws, or in the event these by-laws shall not comply with applicable law, the Iowa Nonstock Corporation Law as then in effect shall apply
CERTIFICATE OF SECRETARY
I, _________________________________, certify that I am presently the duly elected and acting Secretary of the Technical Service Provider Network, Inc., an Iowa nonstock corporation, and that the above by-laws, consisting of four pages, are the by-laws of the Technical Service Provider Network, Inc., as adopted by its Board of Directors.
Dated: ______________ _______________________________
Secretary
CERTIFICATE OF SECRETARY
I, _________________________________, certify that I am presently the duly elected and acting Secretary of the Technical Service Provider Network, Inc., an Iowa nonstock corporation, and that the above by-laws, consisting of four pages, are the by-laws of the Technical Service Provider Network, Inc., as adopted by its Board of Directors.
Dated: ______________ _______________________________
Secretary
TSP By-Laws 2020.9.03