Bylaws of the

Des Moines Area Quality Assurance Association

An Iowa Non-Profit Corporation
Adopted by the Board of Directors July 1, 2009

ARTICLE I - OFFICES
The principal office of the Corporation shall be in Polk County, Iowa, or at such other
location designated by the Board of Directors.
ARTICLE II - PURPOSE
The purpose of the Corporation shall be exclusively non-profit and educational and shall
be consistent with and at all times conform to the purposes set forth in the Articles of
Incorporation of the Corporation.
ARTICLE III - THE BOARD OF DIRECTORS
The management and control of the property and affairs of the Corporation shall be vested
in and its transactions shall be conducted by the Board of Directors.

Section 1. Number. The Board of Directors shall consist of at least three (3) to twenty-
one (21) persons. The exact number of directors to constitute the Board shall be agreed
upon by the Board of Directors. If a new director position is created, it will be filled by a
majority vote by the Board at the time of creation. In the event of a tie vote the President
will have deciding vote. For the initial election of directors under this Bylaw, the Board of
Directors shall consist of twelve persons.

Section 2. Term. Except as may be otherwise provided for in these Bylaws, Directors
shall serve for a term of one (1) year.

Section 3. Removal. A director may be removed from office, with or without cause, by
the affirmative vote of a majority of the directors present at a duly held meeting, provided
that at least five (5) days notice of such meeting is given to each director. The notice shall
indicate that removal of the director is on the agenda for the meeting. Two-thirds of the
directors then in office shall be required to constitute a quorum for a meeting involving the
removal of a Director.

Section 4. Resignation. A director may resign at any time by giving written notice of his
or her resignation to the Corporation. The resignation is effective when received by the
Corporation, unless a later date has been specified in the notice.

Section 5. Vacancies. Any vacancy on the Board of Directors will be appointed by the
remaining directors by a majority vote. In the event of a tie vote the President will have
deciding vote. Such successor shall hold office for the unexpired term in respect of which
such vacancy occurred.
Section 6. Quorum. Unless provided otherwise by these Bylaws, at all meetings of the
Board of Directors, a majority of the directors then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business.

Section 7. Board Action. Except where otherwise required by law, by the Articles of
Incorporation, or by these Bylaws, the affirmative vote of a majority of the directors
present at a duly held meeting shall be sufficient for any action.

Section 8. Meetings. The Board of Directors may hold its meetings at such places and
times as it shall establish by resolution. Attendance at meetings will be either in person
or via conference call.

ARTICLE IV – OFFICERS

Section 1. Officers/Elections. The Officers of the Corporation shall be elected by the

Members and shall consist of the President, the Vice President/Treasurer, and the
Secretary. All Officers shall be elected each year at the annual general meeting of the
Members. Officers of the Corporation must be Members of the Corporation. The President
elect must have once held, at any time, a position on the Board of Directors. Officers,
upon election by the Members, shall automatically become members of the Board of
Directors, with the same term and limitations of the respective office for which the Member
was elected.

The Board of Directors may also appoint such other officers (hereafter referred to as
“officers-at-large”) as it shall deem necessary, and they shall hold office for such terms
and shall exercise such powers and perform such duties as shall be determined from time
to time by the Board. Officers at large automatically become members of the Board of
Directors, for such time as they hold office.

The Board of Directors may also appoint such other “agents” as it shall deem necessary,
and they shall hold office for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. Agents appointed
under this paragraph shall not by such appointment become members of the Board of
Directors unless such agent is already on the Board of Directors.

Section 2. Powers and Duties of the President. The President shall be the Chief
Executive Officer of the Corporation and shall preside at all meetings of the Board of
Directors and special meetings. The President shall oversee the affairs of the Corporation
and provide leadership for the Corporation. The President shall attend all meetings of the
Members.

The President will provide the opening remarks and will present a yearly report of the
Corporation’s activities at the Annual General Meeting.

The President shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board are carried into
effect, will co-sign checks for the general operation, conduct correspondence that
involves the Corporation, act as the primary contact for the Corporation, act as a liaison
between professional, allied professional, and public associations.

The President formulates and ensures timely distribution of:

• The Annual General Meeting, notice of meeting.

• The proxy form (30 days prior to meeting).
• The agenda for monthly meetings.
• The agenda for Annual General Meetings or Special Meetings.

The President shall have the general powers and duties of supervision and management
usually vested in the office of the Chief Executive Officer of a corporation. The President
shall serve in the position for a one-year term.

Section 3. Powers and Duties of the Vice-President/Treasurer. The Vice-

President/Treasurer shall, in the absence or disability of the President, perform the duties
and exercise the powers of the President, and shall perform such other duties as the
Board of Directors shall prescribe. The Vice-President/Treasurer shall attend all meetings
of the Members and of the Board of Directors. Upon the removal or resignation of the
President, the Vice-President shall assume the position of President of the Corporation
and shall serve in that capacity for the remainder of the President’s unexpired term. The
Vice-President shall be an ex officio member of all standing committees.

The Vice President/Treasurer shall keep accurate financial records for the Corporation,
deposit money and checks in the name of and to the credit of the Corporation in the bank
designated by the Board of Directors, disburse funds and issue checks in the name of the
Corporation for the general operation.

The Vice President/Treasurer shall, at each meeting of the Board of Directors provide an
account of transactions and the financial condition of the Corporation; and provide an
account of the financial condition of the Corporation at the Annual General Meeting.

The Vice-President/Treasurer shall preside at all meetings of the Board of Directors and
special meetings or Annual General Meeting of the membership of the Corporation in the
absence of the President, assist in the duties of the President and perform other duties
prescribed by the President.

The term of office of the Vice-President/Treasurer shall be one year.

Section 4. Powers and Duties of the Secretary. The Secretary shall attend all meetings
of the Members, meetings of the Board of Directors, and special meetings or Annual
General Meeting; and record all votes and the minutes of all proceedings and shall give
notice of all such meetings. The Secretary shall assist the president and board members
with correspondence, affix the seal of the Corporation to such other papers as shall be
required or directed to be sealed, and keep and maintain all records unless specified
otherwise by the Bylaws.

The term of office of the Secretary shall be one year.

Section 5. Vacancies/Delegation of Duties. With the exception of the office of

President, any vacancy of any office may be filled by the Board of Directors by a majority
vote. The successor or successors shall hold office for the unexpired term. In case of the
absence of any officer of the Corporation, or for any reason that the Board may deem
sufficient, the Board of Directors may delegate the powers or duties of such officer to any
other officer, or to any director, provided a majority of the entire Board of Directors
concurs.

Section 6. Terms of Office. The terms of each of the officers shall be for a period of one
year. Unless the Board or these Bylaws provide otherwise, officers take office on January
1 of each calendar year. The term of the initial Board or Directors will be until December
31, 2010.

Section 7. Limitation on Term. Unless otherwise provided or required by these Bylaws,

there is no limit to the number of terms of office that may be held by any Member for any
position of the Corporation.

ARTICLE V – COMMITTEES

Section 1. General. Committees of the Corporation shall have such authority and
responsibilities as determined by the Board of Directors. The Board of Directors may
create additional committees as from time to time it may determine is in the best interest
of the Corporation.

Section 2. Committee Membership. Except as may be provided for otherwise in these

Bylaws, members of committees need not be Board members. Members of committees
must be Members of the Corporation in order to vote, and any Corporation Member may
participate in committee meetings.

Section 3. Committee Chairs. The chair of each standing committee shall be elected at
the Annual General Meeting of the Members of the Corporation. Except as may be
otherwise provided for in these Bylaws, Committee Chairs shall serve for a term of one
(1) year. Committee Chairs shall be members of the Board of Directors.

Section 4. Requirements. Each committee shall report its actions to the Board at each
Board meeting and shall submit to the Board of Directors all requests for action, including
budget approval.

Section 5. Executive Committee. The Executive Committee shall be a standing

committee of the Corporation. The Executive Committee shall be comprised of the
following officers and Members of the Corporation: President, Vice-President/Treasurer,
and Secretary. Members of the Executive Committee shall be members of the Board of
Directors. The role of the Executive Committee is as defined in these Bylaws and as
otherwise directed by the Board of Directors.

Section 6. Program Committee. The Program Committee shall be a standing committee

of the Corporation. The Program Committee shall be responsible primarily for the
preparing and developing the program agenda for the Corporation. The chair of the
Program Committee shall have the responsibility of appointing members to the
committee.

The Program Chair shall attend all meetings of the Members and of the Board of Directors
and shall have responsibility for ensuring the program portion of each membership
meeting throughout the Program Year. This includes the identification of all topics and
speakers that are of interest to the Members of the Corporation. The responsibilities will
be fulfilled by:

• Appointing and overseeing a Program Committee,

• Completing meeting site arrangements,
• Coordinating timely payment of any required contracts for the meeting
room/resources with the Treasurer.

Section 7. Membership Committee. The Membership Committee shall be a standing

committee of the Corporation. The chair of the Membership Committee shall have the
responsibility of appointing members to the committee.

The Membership Chair shall attend all meetings of the Members and of the Board of
Directors and provide a written report for each Board of Directors meeting.

The Membership Chair shall attend and take attendance at monthly meetings, print and
laminate name badges for Members, in-activate lapsed memberships, send email
confirmation of membership to new and renewing Members, mail and email renewal
notices to Members, and respond to general membership inquiries. The Membership
Chair shall enter new and renewing memberships, maintain the membership database of
Members, visitors, and associated statistics, and publish a membership directory to the
DAQAA website.

The Membership Chair shall coordinate membership with corporations and keep the list
of approved corporate Members.

Section 8. Communication and Marketing Committee. The Communication and

Marketing Committee shall be a standing committee of the Corporation. The chair of the
Communication and Marketing Committee shall have the responsibility of appointing
members to the committee.

The Communication and Marketing Chair shall attend all meetings of the Members and
of the Board of Directors, maintain the website, and actively market DAQAA within the
Des Moines area to expand membership and the visibility of programs and services. The
Communication and Marketing Chair shall serve as the focal point for common
information shared with the general public.

Section 9. Education Committee. The Education Committee shall be a standing

committee of the Corporation. The chair of the Education Committee shall have the
responsibility of appointing members to the committee.

The Education Chair shall attend all meetings of the Members and of the Board of
Directors and provide Members will information on professional certifications and
education.

Section 10. Ad Hoc Committees. The President may from time to time appoint special
or ad hoc committees and the chairs of such committees for the discharge of particular
duties.

Section 11. Special Interest Groups. The Board may from time to time create Special
Interest Groups. A Special Interest Group must relate to quality assurance or quality
control. A Special Interest Group must have a written purpose and a named chairperson
prior to its creation. A member of a Special Interest Group must also be a Member of the
Corporation. The Special Interest Group must share their work with the Members at least
once each year. The Executive Committee shall review the work of each Special Interest
Group and make appropriate findings concerning the Special Interest Group’s
continuation or dissolution.

Section 12. Removal. A Committee Chair may be removed from office, with or without
cause, by the affirmative vote of a majority of the directors present at a duly held meeting,
provided that at least five (5) days notice of such meeting is given to each director. The
notice shall indicate that removal of the director is on the agenda for the meeting. Two-
thirds of the directors then in office shall be required to constitute a quorum for a meeting
involving the removal of a Committee Chair.

Section 13. Resignation. A Committee Chair may resign at any time by giving written
notice of his or her resignation to the Corporation. The resignation is effective when
received by the Corporation, unless a later date has been specified in the notice.

Section 14. Vacancies. Any vacancy of a Committee Chair may be filled by the Board of
Directors by a majority vote. Such successor shall hold office for the unexpired term in
respect of which such vacancy occurred.

ARTICLE VI – MEMBERSHIP

The Corporation shall have two types of Members: Individual and Corporate. Membership
is open to all individuals and organizations involved or interested in software quality
assurance or software quality control.
Section 1. Admission and Membership Dues. All Members shall be admitted upon the
payment of the annual fees and completion of such membership application or
registration form. Annual fees or dues for all Members may be waived by a two-thirds vote
of the Corporation’s Board of Directors then in office. Members may be discharged or
expelled by a majority vote of the Members of the Corporation.

Section 2. Individual. Individual Members are individuals representing themselves.

Individual Members are entitled to receive all mailings of the Corporation, including
newsletters and notifications of all meetings.

Section 3. Corporate Member. Corporate Members are entitled to receive all mailings
of the Corporation, including newsletters and notifications of all meetings. A Corporate
Member must inform the Corporation of its representative who will serve as the point of
contact between the Corporation and the Corporate Member. That Corporate
representative can change individual memberships within their company at-will by
notification of the Membership Committee Chair.

Section 4. Member Participation. Any Individual or Corporate Member may attend any
Member or board meeting.

Section 5. Distribution of the Membership List. To promote networking, all Members

will receive the complete membership list including contact information. If requested in
writing (either by mail, facsimile, or e-mail), Members may avoid contact by notifying the
Corporation of the Member’s option to have their contact information removed from the
distributed membership list. Upon receipt of such a request, the Corporation shall remove
the Member from any further distributed membership lists.

ARTICLE VII – MEETINGS

Section 1. Annual General Meeting – Members. The annual general meeting of the
Corporation shall be held in October of each year at such date, time and place as the
Board of Directors may determine. Except as may be provided for otherwise in these
Bylaws, the Officers shall be elected at the annual general meeting of the Corporation’s
Members. The vote for the Directors and, upon demand of any Member, the vote upon
any question before the meeting shall be by ballot or by a method chosen by the Board.
Unless otherwise provided by these Bylaws, all elections shall be had and all questions
decided by a plurality vote.

Section 2. Special Meetings – Members. Special meetings of the Members of the

Corporation may be called at any time by the President and shall be called by the
President and Secretary upon the written request of at least ten percent of the Members.
Such request shall state the purpose(s) of the proposed meeting, and all business
transacted at special meetings shall be confined to the objects stated in the call.

Section 3. Annual General Meeting – Directors. The annual general meeting of the
Board of Directors shall be held without notice immediately following the adjournment of
the annual general meeting of the Members or they may meet at such time and such
place as the Board of Directors determines.

Section 4. Special Meetings – Directors. Special meetings of the Board of Directors

may be called by the President and shall be called by the President or the Secretary at
the written request of the majority of the directors. Such request shall state the purpose
or purposes of the proposed meeting, and no business shall be transacted at such special
meeting other than that set out and described in the call for such meeting.

Section 5. Notice. Written notice of the annual general meeting of the Corporation shall
be mailed at least ten (10) days prior to the meeting to each Member at such address as
appears on the records of the Corporation. Written notice of special meetings of the
Members, stating the time, place, and object thereof, shall be mailed at least five (5) days
before such meeting. No notice of the annual general meeting of the Board of Directors
shall be necessary, provided a majority of the whole Board be present at the annual
Members meeting. Written notice of special meetings of the Board of Directors stating the
time, place and object thereof, shall be mailed at least three (3) days before each meeting
to each director at such address as appears on the records of the Corporation. The term
“mail” or “mailed” in this Bylaw shall mean transmission by United States postage,
electronic mail (e-mail), or facsimile.

Section 6. Quorum. Five percent (5%) of the total voting membership shall constitute a
quorum at a meeting of the Members for the transaction of business.

Section 7. Member Voting. Each Individual or Corporate Member is entitled to one vote
on each matter voted on by the Members.

ARTICLE VIII – FINANCES

Section 1. Checks. All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers as the Board of Directors may, from time to time,
designate.

Section 2. Fiscal Year. Unless otherwise required by the U.S. Internal Revenue Service
or the appropriate state Department of Revenue, the fiscal year of the Corporation is the
calendar year ending on December 31.

Section 3. Collected Funds. Any dues, contributions, grants, bequests, or gifts made to
the Corporation shall be accepted or collected only as authorized by the Board of
Directors.

Section 4. Deposit of Funds. All funds of the Corporation shall be deposited to the credit
of the Corporation under such conditions and in such banks as shall be designated by the
Board of Directors.
Section 5. Treasurer’s Report. A report of the financial operation and the annual audit
of the Corporation shall be made by the Treasurer at least annually to the Board of
Directors.

ARTICLE IX – INDEMNIFICATION

The Corporation shall indemnify its officers, directors, employees and agents to the full
extent permitted by the Laws of the State of Iowa, as now in effect, or as the same may
be hereafter modified.

ARTICLE X – AMENDMENTS

The Articles and Bylaws of the Corporation may be amended or altered by a vote of the
majority of the Members of the Corporation present at any regular meeting or at any
special meeting at which a quorum is present, called for that purpose, or by written action.
In addition, the Board of Directors, by a two-thirds vote of directors present and entitled
to vote, at a duly called meeting of the Board, may amend or alter the Bylaws or the
Articles of Incorporation of the Corporation. The Secretary of the Corporation shall be
responsible for recording any amendments to the Bylaws and ensuring that current and
accurate Bylaws, including any amendments, are on file at the Corporation’s registered
office.

ARTICLE XI – EFFECTIVE DATE

These Bylaws shall become effective July 1, 2009. These Bylaws replace all Bylaws
previously adopted or amended by Members or officers of the unincorporated association
which preceded the formation of the Corporation. Laura Kelly, the undersigned Secretary
of the Corporation, hereby affirms and certifies that the Board of Directors of Des Moines
Area Quality Assurance Association approved the above-stated Bylaws on July 1, 2009.

_________________________________

Laura Kelly – Secretary