The Directors of the Corporation shall have and exercise the general management of its affairs, property and business, and may adopt such rules and regulations for that purpose and for the conduct of their meetings as they may deem proper. The Directors may delegate all or any part of the powers and duties of any absent or inactive officer of the corporation to any other officer or any director or member of the corporation. They may determine where the books and other records of the corporation are to be kept. In addition to the powers specified in these by-laws, the Directors may exercise all powers of the corporation and do all acts which may be lawfully done on its behalf, other than those powers and acts, if any, which are by law or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the members of the Corporation.

This corporation, at all times, shall have a Board consisting of a minimum of five (5) directors and a maximum of twenty-five (25) directors elected by the members for terms of three (3) years or until their successors are duly elected. The number of directorships shall be fixed at ten (10). Each director shall serve for a term of three (3) years or until his successor is duly elected and qualified. The terms of the directors shall be staggered such that approximately one-third of the directorships expire each year.

In addition to other requirements for eligibility to be elected as a Director which may be set forth in the Articles of Incorporation or elsewhere in these by-laws, in order to serve as a Director a person must be a voting member of the corporation.

The office of any Director shall become vacant upon his death, resignation, refusal to act, or removal from office, the expiration of his term of office, or any other cause specified in the Articles of Incorporation. If any Director shall fail to attend three (3) consecutive meetings without excuse presented by him to the Board of Directors and accepted by them as satisfactory, he shall be deemed to have resigned and the vacancy shall be filled. Any vacancy occurring in the Board of Directors shall be filled by the remaining Directors until the next following annual meeting of the members.

A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately following the annual meeting of the members and each adjourned session thereof. The place of such regular meetings shall be the same as the place of the meeting of the members which proceeds it.

Special meeting of the Board of Directors may be called by or at the request of the President, Secretary, or any five (5) directors. The President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Iowa as the place for holding any special meeting of the Board. If no other place is fixed in the notice of the special meeting, or in the case of a special meeting called by Directors, the place of meeting shall be the principal business office of the Corporation in Iowa City, Iowa.

Notice of the time, place, and purpose of each special meeting of the Board of Directors called pursuant to Section 4. shall be given no fewer than ten (10) days nor more than thirty (30) days before the meeting, by mailing a copy of such notice to every Director at his usual address, provided that in case of emergency, so declared in writing by the President and filed with the Secretary, the notice of the meeting specifying the emergency matter may be reduced to five (5) days.

(1) Except as otherwise provided by law or by the Articles of Incorporation or these by-laws, three (3) of the directors or a majority of sitting directors, whichever number is smaller, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but less than a quorum shall have the power to adjourn, from time to time, until a quorum shall be present.

(2) The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Articles of Incorporation or these by-laws.

(3) The President of the Corporation shall serve as Chairman of the Board of Directors and preside over all meetings of the Board. The Vice-President shall preside over Board meetings in the absence of the President. If both the President and Vice-President are absent, the directors present shall select one of their number to preside over the meeting.

(4) The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any person present to act as secretary of the meeting.

A Director of the Corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member, at which meeting action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Unless otherwise specified in the Articles of Incorporation, these By-laws or applicable law, any action that may be authorized be taken at a meeting of the Board may be authorized or taken in writing, without a meeting, by unanimous written consent of the members of the Board entitled to vote, effective as of the date of consent of the last Board member to consent. Any such written action may be signed in counterparts or by facsimile transmission or both, or the consent of any such member may be evidenced by e-mail, provided in all cases, that a pertinent record of such consent shall be entered upon the corporate records of the Foundation and notification of such consent shall be provided to all members of the Board.

In the exercise of any and all power and authority vested in the Board of Directors, it shall at all times operate the Corporation, its affairs, property and business exclusively for one or more of the purposes specified in the Articles of Incorporation, and in such manner that neither the net income of the Corporation nor its capital assets shall at any time inure, in whole or part, to the pecuniary benefit of any officer, Director, or member or employee of the Corporation, except by way of payment to such individual of reasonable compensation for services actually rendered by him to the Corporation, or reimbursement for reasonable expenses incurred in the course of corporate business.

(1) The principal officers of the Corporation shall be a President, the
Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors, to serve a term of one (1) year or until their successor is duly elected. The President shall be elected from among the Directors, Such other officers or assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The offices of Secretary and Treasurer may be combined in one person.

(2) A vacancy in any principal office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

(3) Any officer or agent of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment or election shall not of itself create contract rights.

(1) The President shall be the chief executive officer of the Corporation, shall perform the duties usually pertaining to such office, and at all meetings of the Board of Directors he shall act as Chairman of the Board.

(2) The Secretary shall be responsible for the keeping of minutes of all meetings of the Board of Directors and the Executive Committee, and interim minutes of all matters acted upon by the Directors between meetings of the Board and he shall perform such other duties as usually pertain to the office of secretary. The secretary may present any matter to the Board upon his own motion.

(3) The Treasurer shall be responsible for the care and custody of all funds, securities, evidences of indebtedness or of title and other valuable documents of the Corporation, and shall deposit the same in the name of the Corporation in such bank or banks or in such safety deposit company or companies or with such custodian or custodians organized under the banking laws of any state or of the United States, as the Directors may designate. The Treasurer shall be responsible for full and accurate accounts of all receipts and disbursements of the Corporation, and generally shall have the authority and exercise the powers usually vested in, and shall perform the duties usually performed by the treasurer of a corporation.

(4) Each officer shall also discharge any duties specially assigned to him by the Directors.

(1) There shall be an executive committee consisting of three (3) members: the President, Vice President and Treasurer.

(2) All actions of the Executive Committee shall be made by motion or resolution receiving an affirmative vote of the majority of members.

(3) A quorum of the Executive Committee shall be two (2) of the members of the committee.

(1) The Executive Committee shall employ all staff of the Corporation and direct and supervise any such employees in the performance of their duties. Direct, day-to-day supervision of any and all employees may be delegated to a specific officer, director or employee by the Executive Committee.

(2) The Executive Committee shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Corporation, except election of the principal officers or the filling of vacancies on the Board of Directors.

(3) The Executive Committee shall also discharge any other duties as assigned by the Board of Directors.

The corporation shall have five (5) standing committees: Program Development; Investment Advisory; Publicity; Development; and, Recruitment. These committees shall have no fewer than three (3) members as appointed by the President. The President shall designate one committee member as chairman of the committee. Although each committee shall have at least one Director in its membership, the President need not designate a Director as chairman of any committee. The standing committees shall have such duties and responsibilities as assigned by the Executive Committee.

The Board of Directors, the President, and the Executive Committee shall each have the authority to create such ad hoc committees as are necessary to perform their respective duties. No ad hoc committee shall exist for more than one (1) year from its original creation without approval of the Board of Directors.