Loading...
Amendment to Contracted Services Agreement — Greater Dubuque Copyrighted February 6, 2023 City of Dubuque Consent Items # 011. City Council Meeting ITEM TITLE: Amendment to Contracted Services Agreement— Greater Dubuque Development Corporation SUM MARY: City Manager recommending City Council approves the Amendment to Contracted Services Agreement with the Greater Dubuque Development Corporation and authorizes the Mayor to execute the contract on behalf of the C ity. SUGGESTED Suggested Disposition: Receive and File;Approve DISPOSITION: ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Amendment Supporting Documentation RVI By-Laws Supporting Documentation RVI Board of Directors Supporting Documentation Dubuque THE CITY QF � All-Meriea Ciry DLT B E ; . � . � �� � � MaSt� Z�C� aYd t�Q Mt55ZSSZ Z zoa�•zoiz•�ai3 YP pp za��*zai� TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Amendment to Contracted Services Agreement — Greater Dubuque Development Corporation DATE: February 1, 2023 Economic Development Director Jill Connors is recommending City Council approves the Amendment to Contracted Services Agreement with the Greater Dubuque Development Corporation and authorizes the Mayor to execute the contract on behalf of the City. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jill Connors, Economic Development Director Dubuque Economic Development Department THE CITY OF ' ' 1300 Main Street All-America City Dubuque,lowa 52001-4763 U� � n'�N",`�""""�� Office(563)589-4393 � � TTY(563)690-6678 � http://www.cityofdubuque.org 2007*2012�2013 Masterpiece on the Mississippi zoi�*zoi9 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Amendment to Contracted Services Agreement— Greater Dubuque Development Corporation DATE: June 7, 2022 INTRODUCTION Attached for City Council approval is the Contracted Services Agreement with the Greater Dubuque Development Corporation for the City's financial support during Fiscal Year 2023. Greater Dubuque Development Corporation furthers the City of Dubuque Goal of Robust Local Economy: Diverse Businesses and Jobs with Economic Prosperity. DISCUSSION During the Fiscal Year 2023 budget process, the Mayor and City Council approved $836,135 for the Contracted Services Agreement with the Greater Dubuque Development Corporation including $114,500 for economic development services, $42,000 to be used to assist in funding for Dubuque area retail expansion services, $221,500 for Greater Dubuque: 2027 Campaign (first of five committed years), $120,000 for Dubuque Works, $150,000 for Workforce Solutions Initiative, $105,500 for Director of Sustainable Innovation, $26,500 for True North, $8,135 to provide the City unlimited job postings to AccessDubuqueJobs.com, and $48,000 for marketing commercial and industrial parks owned by the City. Greater Dubuque Development's auditors, Honkamp. P.C. have recommended a change in how Greater Dubuque Development handles the accounting for the Dubuque Works investments. They are recommending that the FY2023 investment in Dubuque Works be made to the River Valley Initiative Foundation. That Foundation is a public charity that receives funds to support the work of Greater Dubuque Development and the community on key challenges, including workforce. There is no change to the use of the Dubuque Works investment. However, this change will help the River Valley Initiative Foundation leverage other private sector investments that support workforce and other economic challenges the community faces. The By- Laws and Board of Directors of the River Valley Initiative are attached to this memorandum. RECOMMENDATION/ ACTION STEP It is my recommendation that the City Council approves the attached Amendment to Contracted Services Agreement with the Greater Dubuque Development Corporation and authorizes the Mayor to execute the contract on behalf of the City. 2 AMENDMENT TO AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND GREATER DUBUQUE DEVELOPMENT CORPORATION THIS AMENDMENT, dated for reference purposes the Z day of F: LC'Ar.'J , 2023, is made and entered into by and between the City of Dubuque, Iowa (City)'and the Greater Dubuque Development Corporation (Agency), a nonprofit Agency, for economic development services. WHEREAS, City and Agency entered into an agreement dated July 1, 2022 (the Agreement); and WHEREAS, the parties desire to amend the Agreement as set forth herein. NOW THEREFORE, the parties agree as follows: SECTION 1. Section 4.4(4) is amended to read as follows: (4) Mississippi Valley Initiative Foundation: One Hundred Twenty Thousand Dollars and 00/100 ($120,000). Such compensation shall be paid by City to Mississippi Valley Initiative Foundation within ten (10) days after receipt by City of a requisition for such sum from Mississippi Valley Initiative Foundation. SECTION 2. All other terms and conditions shall remain in full force and effect. CITY OF DUBUQUE, IOWA :..M. Cavp g WITNESS By: Adrienne N. Breitfelder, City Clerk GREATER DUBUQUE DEVELOPMEN 'APENCY By: Rick Dickinson. Preside t & CEO Revision VI BY-LAWS OF RIVER VALLEY INITIATIVE FOUNDATION (An lowa Non-Profit/I.R.C. 501 (c)(3) Corporation� Adopted by the Board of Directors June 24, 2019 TABLE OF CONTENTS Section Paqe Article 1: NATURE AND POWERS OF THE CORPORATION . . . . . . . . . . . . . . . .. 1 Section 1: Name, Nature, Purpose, and Governance of the Corporation Section 2: Geographic Area of Interest & Operation Section 3: Purposes and Mission of the Foundation Section 4: Powers and Duties of the Foundation Article II: OFFICE AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1: Offices Section 2: Records Article III: MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Article IV: BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1: Number and Qualifications Section 2: Terms and Limitation of Terms Section 3: Resignation and Termination Section 4: Powers and Duties of the Board of Directors Article V: MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 1: Annual Meeting of the Foundation Section 2: Regular Meetings of the Board of Directors Section 3: Special Meetings Section 4: Notice of Meetings Section 5: Place Section 6: Voting and Quorum Section 7: Waiver of Notice Section 8: Consent Resolutions Article VI COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 1: Establishment and Appointment of Committees Section 2: Accountability and Responsibility Section 3: The Executive Committee Section 4: Nominating Committee Article VII OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 1: Officers A. President B. Vice President C. Secretary D. Treasurer Section 2: Vacancies; Resignations, Removals from Office Section 3: Compensation of Officers Section 4: Employees Article VIII CONTRACTS, LOANS, CHECKS, DEPOSITS, AND INVESTMENTS. .10 Section 1: Execution of Binding Instruments Section 2: Loans Section 3: Checks, Drafts, etc Section 4: Deposits Section 5: Financial Reports Article IX INDEMNIFICATION AND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 1: Indemnification Section 2: Directors and Officers Liability Insurance Article X CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Article XI FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Article XII AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 0 BY-LAWS OF RIVER VALLEY INITIATIVE FOUNDATION ARTICLE I NATURE AND POWERS OF THE CORPORATION Section 1: Name, Nature, Purposes, and Governance of the Corporation Name The name of the corporation shall be River Valley Initiative Foundation (sometimes hereinafter referred to as "the Foundation"). Nature and Purposes The Foundation is a tax-exempt, Internal Revenue Code section 501(c)(3), not-for-profit, publicly-supported, philanthropic organization formed and operated for the following purposes: For the support of Greater Dubuque Development Corporation, an lowa Nonprofit Corporation/I.R.C. Sec. 501(c)(6) organization, and scientific, education and charitable activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, and, in this connection, it is organized and operated for the following reasons and purposes: (1) To accept, by gift, grant, devise, bequest, or otherwise, money or other property from individuals, families, nonprofit agencies, government branches, corporations, private foundations, and other sources; to invest such gifts whenever possible in funds within an endowment; and to give, appropriate, devote, allocate, or distribute, by either gift or loan, the net income therefrom, and, if need be, but subject to the terms of each gift, grant, devise or bequest, the principal or corpus thereof, in whole or in part, for such public, educational, scientific, charitable, benevolent, or other uses and purposes as may, in the absolute and uncontrolled judgment and discretion of the Board of Directors of the Corporation, most effectively assist, encourage, and promote the well-being of mankind in general, and of the inhabitants primarily, or any part of them, regardless of race, color, condition, creed, or sex, dwelling principally in the greater Dubuque tri-state and metropolitan areas (including northwestern Illinois and southwestern Wisconsin). 1 (2) To accept, administer, apply and use any property so acquired in accordance with any purposes and objects, for an beneficiaries, within the general purposes and objects of the Corporation, that may be specified by the donor, grantor or testator thereof; subject, however, to the qualification and condition, to be understood and accepted in all such cases, that if, in the judgment and discretion of the Board of Directors of the Corporation, the purposes or objects so specified become unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community or agency served, then the property involved in any such case shall be subject to the Corporation's general purposes. (3) To provide for the holding, investment and management of any property received or held by the Corporation as hereinafter provided or as may be provided in these By-Laws, or determined by the Board of Directors of the Corporation, except that no part of the net earnings shall inure to the benefits of its Directors or Officers except as permitted under the lowa Nonprofit Corporation Act. (4) To do all and everything necessary, suitable, convenient, usual or proper for the accomplishment of the purposes herein expressed or incidental thereto; and generally to have all of the powers set forth in Chapter 504A of the Code of lowa (2002), and as it may hereafter be amended. These general powers shall be exercised exclusively for the attainment of the purposes of the corporation as set forth in the Article. Governance The Foundation is governed by a board of private citizens chosen to be representative of the public interest and for their knowledge of the greater Dubuque area and the surrounding geographic area. Section 2: Geoqraphic Area of Interest & Operation The Foundation has been formed and operates principally for the benefit of the Greater Dubuque and the metropolitan tri-state area of lowa, Illinois and Wisconsin. Section 3: Purposes and Mission of the Foundation The purposes for which the Foundation was and is formed, as more specifically set for in its Articles of Incorporation and Article I herein, are for the support of Greater Dubuque Development Corporation, an lowa nonprofit corporation/I.R.C. Section 501(c)(6) organization, and scientific, educational, and charitable activities within the meaning of Section 501(c)(3) of the Code. 2 The Foundation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Foundation is distributable to or inures to the benefit of its Directors or Officers except to the extent permitted under the Non-Profit Corporation Act of the State of lowa and the Internal Revenue Code, as amended. No substantial part of the activities of the Foundation shall by the carrying on or propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 4: Powers and Duties of the Foundation Powers and Duties The Foundation shall enjoy all the powers and assume all duties extended to it as an lowa nonprofit corporation organized under lowa Code Chapter 504A. In addition, the Foundation shall enjoy all the powers and assume all duties extended to it as a registered, nonprofit, tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code. ARTICLE II OFFICES AND RECORDS Section 1: Offices The principal and registered offices of the Foundation, its place for transaction of business and maintaining records, shall be at 900 Jackson Street, Suite 109, Dubuque, lowa 52001. The Foundation may have such other offices within or without the State of lowa as the Board of Directors may designate or as the business of the Foundation may require from time to time. Section 2: Records There shall be kept in the principal or any other designated offices of the Foundation correct books recording the activities and transactions of the Foundation, to include but not limited to a Minute Book, which shall contain a copy of the Certificate of Incorporation, a copy of the By-laws and all amendments thereto, a copy of all IRS and State of lowa determination letters regarding the Foundation, and all Minutes of meetings of the Board of Directors. In addition, there shall be kept in such offices full records of all financial transactions affected by or affecting the Foundation. 3 ARTICLE III MEMBERSHIP The Foundation shall have no members. ARTICLE IV BOARD OF DIRECTORS Section 1: Number and Qualifications The Foundation shall have a self-perpetuating Board of Directors (hereinafter referred to as the "Board") which shall consist of not less than nine (9) nor more than fifteen (15) persons. Such number may be increased or decreased by amendment to these By-laws. Members of the Board shall be broadly representative of the public interest in the greater Dubuque and metropolitan tri-state area of lowa, Illinois and Wisconsin, and shall embrace the long-term objections of the Foundation. Section 2: Terms and Limitation of Terms Board members shall serve three (3) year terms. Section 3: Resiqnation and Termination Any member of the board of Directors may resign by a notice in writing to the President or Secretary of the Foundation. The resignation shall become effective upon the date specified therein, or, if no date is specified, upon receipt thereof. Acceptance shall not be necessary to render the resignation effective. Any member of the Board may be removed from the Board by a vote of two-thirds (2/3) of the entire Board. A member's place on the Board of Directors shall be considered to have resigned if the member is absent from three consecutive stated meetings of the Board without prior notification to any officer. Any member so removed shall continue on the Board until her/his successor is elected and qualified. 4 Vacancies by death, resignation, removal, or otherwise, shall be filled for the unexpired term by a majority vote of the Directors then serving. However, a vacancy may only be filled by a person who possessed the qualifications referred to in Section 1. of this Article IV. Section 4: Powers and Duties of the Board of Directors A. Except as otherwise provided, all the powers, duties and functions of the Foundation conferred by the Articles of Incorporation, these By-Laws, State of lowa statutes, common law, court decisions, or otherwise shall be exercised, performed or controlled by the Board of Directors. B. The Board of Directors shall have general charge of the affairs, property and assets of the Foundation. It shall be the duty of the Board of Directors to carry out the aims and purposes of this Foundation, and, to this end, to manage and control all of its property and assets. ARTICLE V MEETINGS Section 1: Annual Meetinq of the Foundation The annual meeting of the Board of Directors shall be held on or before July 1 of each year, or at such other time as may be determined by the Board of Directors. Section 2: Regular Meetings of the Board of Directors The Board of Directors shall meet a minimum once a year at a time and date set by the President. Section 3: Special Meetings Special meetings of the Board of Directors may be called at any time by (a) the President, or in her/his absence by the Vice President, or by one-third of the membership of the Board of Directors. A person or persons entitled to call a special meeting of the Board may make a written request to the Secretary to call the meeting. The Secretary shall then give notice of the meeting to be held and its Purposes. In the event the Secretary is unable to provide notice, the person or persons entitled to call special meetings may proceed to set time and place and notify all Board members in the manner provided in Section 4 of the Article. 5 Section 4: Notice of Meetinqs Written notice of all meetings of the Board of Directors and the inclusion of an agenda thereof shall be given not less than five (5) days nor more than thirty (30) days prior to the date thereof. Section 5: Place Any meeting of the Board may be held at such places within the States of lowa, Illinois or Wisconsin as may be designated in the notice thereof. Section 6: Votinq and Quorum At all meetings of the Board of Directors the members thereof shall be entitled to vote in person or to participate and vote by telephone. No Director will be entitled to vote by proxy. Each Director shall have one (1) vote. Upon request of any Director, the vote for Directors and the vote upon any question before the voting board shall be by ballot. One third (1/3) of the Board of Directors shall constitute a quorum, except in those instances where, by law, a larger number of Directors are required to be present to constitute a quorum. Section 7: Wavier of Notice Attendance without objection at any meeting shall constitute waiver of notice thereof. Waiver of notice executed in writing before or after the date of the meeting shall be equivalent to receipt of notice by the individual Board member executing the waiver. Section 8: Consent Resolutions Except in cases prohibited by law, any action required by the Board of Directors may be taken by phone without a meeting if a Resolution regarding the action has been circulated in writing to each Director before the phone vote is taken, and if two-thirds (2/3) of the members of the Board of Directors ratify the same Resolution at the next stated meeting of the Board. 6 ARTICLE VI COMMITTEES Section 1: Establishment and Appointment of Committees The Board of Directors may appoint such standing or special committees as it deems desirable and discontinue same at its pleasure. Each such committee shall consist of at least one member of the Board of Directors appointed by the Board and shall have such powers and perform such duties or functions, not inconsistent with law, and as may be delegated to it by the Board. Vacancies of such committees shall be filled by the Executive Committee. Section 2: Accountabilitv and Responsibilitv All committees shall be responsible to, and report to, the Board of Directors. No policy proposed by any committee, other than the Executive Committee, which is intended to govern its actions on behalf of the Foundation shall go into effect until such policy has received approval by the Board of Directors. Section 3: The Executive Committee A. The board shall create an Executive Committee of not less than four (4) Directors, including the President, Vice President, Secretary, and Treasurer, and any other Directors selected at-large. Only members of the Board of Directors may serve on this Committee. This Committee will serve at the pleasure of the Board for a term of one year. B. Except of the power to fill vacancies on the Board of Directors and as may otherwise be provided herein or by the Board, such Committee shall, during the intervals between the meetings of the Board, possess and may exercise all of the powers of the board in the management of the affairs of the Foundation, including the responsibility and power to appoint committees and such other duties and authority as may be delegated to it by the Board. C. A majority of the members of the Executive Committee present at any meeting shall constitute a quorum. The Executive Committee shall keep full records and accounts of its proceedings and transactions. All actions taken by the Executive Committee shall be reported to the Board at its meeting next succeeding such action and shall be subject to control, revision, and alteration by the Board, provided that no rights of third persons shall be prejudicially or adversely affected thereby. 7 D. Vacancies on the Executive Committee shall be filled for the unexpired term by the Board, and the President may appoint one or more Directors as alternate members of the Executive Committee who may take the place of any absent member or members at any meeting. E. Any action that is required or needs to be taken at a meeting of the Executive Committee may be taken without a meeting if consents are obtained by all members of the Executive Committee phone vote or in writing. Section 4: Nominatinq Committee The Nominating Committee shall consist of three (3) individuals at least one of which is a Director. The term of the Nominating Committee members shall be for such term as appointed by the Board of Directors. ARTICLE VII OFFICERS AND EMPLOYEES Section 1: Officers The officers of the Foundation shall consist of a President, Vice President, and Treasurer, all of whom shall be members of the Board. The Secretary will be the Director who is a non voting member of the Board of Directors. All officers shall serve without compensation. The Board of Directors may at any time provide for one or more additional Vice Presidents and may provide for one or more Assistant Treasurers and for such other officers as it may determine. The Officers shall be chosen by the Board and shall hold office pursuant to Section 2 hereof and the election of Officers shall take place at the annual meeting. The duties and responsibilities of the Officers are as follows: A. President. The President of the Foundation shall be the chief officer of the Foundation. The President shall preside at all meetings of the Foundation, shall oversee the management of the affairs of the Foundation, and shall oversee the implementation of all orders and resolutions of the Board of Directors. The President shall be empowered to execute and acknowledge on behalf of the Foundation all contracts, deeds, conveyances, and/or other instruments required or authorized by the Board of Directors for the proper and necessary transaction of the business of the Foundation except in cases where the signing and execution of such instruments shall be delegated by the Board or these by-laws to some other office or agent of the Foundation. B. Vice President. The Vice President shall perForm the duties of the President in the absence or inability of that officer to act. The execution by the Vice 8 President on behalf of the Foundation of any instrument shall have the same force and effect as if executed on behalf of the Foundation by the President. C. Secretarv. The Secretary shall keep a permanent record of all proceedings of the meetings and actions of the Foundation and the Board of Directors. In addition, the Secretary shall give or cause to be given notices of all meetings of the Board of Directors and all other notices required by law or these By-laws. In the instance of the Secretary's inability to fulfill such duties, any such notice may be given by the President or Vice President. The Secretary shall be charged with oversight of all books, correspondence and papers relating to the business of the Foundation, except those of the Treasurer. The Secretary shall also join with the President in execution on behalf of the Foundation all contracts, deeds, conveyances and other instruments in writing required or authorized to be so executed by the Board of Directors for proper and necessary transaction of the Foundation's business. The Secretary shall also perForm such other duties as may be delegated to him/her by the Board of Directors and shall not be a voting member of the Board or Executive Committee. D. Treasurer. The Treasurer shall be responsible for the custody of all the funds, properties, and securities of the Foundation and shall cause the same to be deposited in the name of the Foundation in banks, brokerages, and other depositories as may be approved by the Board of Directors. When necessary and proper, and when not delegated to an agent of the Foundation approved by the board, the Treasurer shall endorse on behalf of the Foundation all checks, drafts, notes and other obligations and issue acknowledgment of the receipt of funds coming into the Foundation. The Treasurer shall also keep or cause to be kept a book or books setting forth a full, accurate and timely record of all receipts and disbursements of the Foundation and shall perForm all other such duties incident to the office of Treasurer and have such other powers and duties as may from time to time be delegated by the Board of Directors. The Treasurer shall also present financial statements at every meeting of the Foundation and at other times when requested by the President, Executive Committee or the Board of Directors. The Treasurer shall make a full report at the annual meeting. Section 2: Vacancies, Resiqnations, Removals from Office All officers shall serve for a full one (1) year term, from the stated Board meeting following the annul meeting until the next year's annual meeting when their successors may be elected. In the event that a vacancy should occur in any of the Offices, the Board of Directors shall appoint a successor to fill the unexpired term of the vacated office. 9 Section 3: Compensation of Officers All members of the Board of Directors, including the Officers of the Foundation, shall serve on a volunteer basis without compensation. The Board may authorize direct payment of expenses for specified Board members in connection with performance of their defined duties related to the Foundation, in addition to reimbursement for out-of-pocket expenses. Section 4: Employees The Board may hire such employees, from time to time, as it determines is necessary to carry out the functions of the Foundation. ARTICLE VIII CONTRACTS, LOANS, CHECKS, DEPOSITS, AND INVESTMENTS Section 1: Execution of Bindinq Instruments Deeds, mortgages, contracts, conveyances and other instruments creating, conveying, granting or releasing any interest in real estate and all other instruments or contracts having or requiring the acknowledgment of the Foundation shall be sufficiently executed if signed by the President or the Vice President and by the Secretary or some other elected officer of the Board. The By-laws or by special Resolution of the Board of Directors or the Executive Committee, if any, acting in its stead, may provide for some other method or methods of execution of any of the instruments referred to in this Section by any member or members of the Board of Directors. All other instruments in writing, other than those specifically designated in this Section, may be executed by the President, Vice President, Treasurer, or Secretary of the Foundation, or as may be otherwise provided by the Board. Section 2: Loans No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in its name unless authorized by a Resolution of the Board of Directors. Such authority may be general or confined to specific instances. 10 Section 3: Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by Resolution of the Board of Directors. Section 4: Deposits All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select. Section 5: Financial Reports Financial reports shall be submitted by the Treasurer of the Foundation at each stated meeting of the Board of Directors, as well as by agents appointed by the Board as custodians of the Foundation's assets. At the end of each fiscal year, the Board shall employ a certified public accounting firm to conduct a complete audit of the Foundation's books. ARTICLE IX INDEMNIFICATION AND INSURANCE Section 1: Indemnification This Foundation shall indemnify any person who is or was a director, officer, employee, member, or volunteer of this Foundation, and any such person who, while a director, officer, employee, member, or volunteer of this Foundation, is serving or has served, at the request of this Foundation, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible against expenses, including attorneys fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to his/her conduct as a director, officer, employee, member, or volunteer of this Foundation or as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of such a person's duty of loyalty to this Foundation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for a transaction from which such person derived an improper personal benefit. 11 Section 2: Directors and Officers Liabilitv Insurance The Foundation, to the extent permitted by pertinent state statues, may purchase and maintain Directors' & Officers' Liability insurance on behalf of any person who is or was such a Director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as such a Director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as such a Director, officer, employee or designated agent of another corporation, domestic or foreign, non- profit or for profit, partnership, joint venture, trust or other enterprise. ARTICLE X CORPORATE SEAL The Foundation shall not have a seal. ARTICLE XI FISCAL YEAR The fiscal year of the Foundation shall be the twelve-month period ending on the last day of the month of June, or such other period as may be subsequently determined by the Board. ARTICLE XII AMENDMENTS These By-laws may be amended, repealed, or altered in whole or in part by a two-thirds majority vote at any regular or special meeting of the Board of Directors of the Foundation, provided any such amendment or alternation is not inconsistent with the Articles of Incorporation or the laws of the State of lowa. Further, no amendment shall be made which shall jeopardize the tax-exempt status of the Foundation as an organization described in Section 501(c)(3) of the Code as now enacted or as may be hereinafter amended. ADOPTED: December 19, 2002 Rick Dickinson - Secretary 12 13 RIVER VALLEY INITIATIVES FOUNDATION BOARD OF DIRECTORS CALL LIST A/0 07-2022 ATTD NAME AND ADDRESS PHONE # YES NO REMARKS EXPIRE MARK ERNST (Chair, RVI) 585-4015 2023 Black Hills Energy LORI THIELEN (Vice Chair, RVI) 582-7291 2023 Rainbo Oil Dan Walsh (Treasurer) 2023 Jill Connors 589-4393 2023 City of Dubuque Economic Development Alex Dixon 2023 DRA/Vice-Chair, Greater Dubuque Develoment Joe Hearn 557-7600 2023 Dupaco/Chair, Greater Dubuque Development John Schmidt 583-7311 2023 A.Y. McDonald' s Tim Hodge 583-9781 2023 Hodge/Past Chair, Greater Dubuque