Bylaws for the LitvakSIG

ARTICLE VI

VOTING

1. Each member shall be entitled to one vote on each matter submitted to a vote of members, except that in elections for directors, each member may vote for as many individuals as there are directors to be elected.
2. A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.
3. Except as may be otherwise provided by the Board with respect to particular matters to be considered at an annual or special meeting, voting shall be conducted by written ballot, which may be transmitted by electronic means, in accordance with Section 3 of this Article.
4. In the case of votes to be taken at an annual or special meeting, the ballot shall be included in the written or electronic notice given pursuant to Section 3 of Article V of these bylaws. In the case of votes to be taken by written ballot without a meeting, the ballot shall be furnished in accordance with Section 4 of this Article.

1. A member may, by signing an appointment form or by an electronic transmission, appoint a proxy to vote or otherwise act for the member, except with respect to the election of directors of the corporation.
2. A proxy may be either specific or general. A specific proxy is one which authorizes the proxy-holder to vote for a specific proposal, and directs him as to which way to vote. A general proxy is one which leaves it to the discretion of the proxy-holder how to vote on one or more proposals.
3. Except as may be otherwise provided by the Board with respect to particular matters to be considered at an annual or special meeting, the use of general proxies shall not be permitted
4. A specific proxy is valid until the proposal to which it relates has been voted upon. A general proxy is valid for eleven months unless a different period is expressly provided for in the appointment. However, a general proxy shall not be valid for more than three years from its date of execution
5. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of an appointment form is received by the secretary or other officer or agent of the corporation who is authorized to tabulate votes. An electronic transmission must contain or be accompanied by information from which it can be determined that the member authorized the electronic transmission.
6. Appointment of a proxy is revoked by the person appointing the proxy if the person appointing the proxy attends any meeting and votes in person, or if the person appointing the proxy signs and delivers or sends through electronic transmission to the secretary or other officer or agent authorized to tabulate votes either a writing or electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form.

1. Each written ballot shall set forth separately each proposal to be voted upon, and shall provide an opportunity to vote for or against each proposed action.
2. Where the matter to be voted on is the election of directors, the written ballot shall provide an opportunity to vote for as many candidates as there are positions to be filled.
3. Any ballot that is furnished to members shall be accompanied by a statement of:
   1. the number of responses needed to meet the quorum requirements,
   2. the percentage of approvals necessary to approve each matter other than election of directors,
   3. the time by which a ballot must be received by the corporation in order to be counted, and
   4. the mailing address and e-mail address to which completed ballots are to be returned.
4. 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 member authorized the electronic transmission of the ballot.
5. In the case of votes to be taken at an annual or special meeting, the ballot shall be included in the written or electronic notice given pursuant to Section 3 of Article V of these bylaws. In the case of votes to be taken by written ballot without a meeting, the ballot shall be furnished in accordance with Section 4 of this Article.
6. A written ballot shall be deemed to be cast when the ballot is received by the secretary or other officer or agent of the corporation who is authorized to tabulate votes.
7. A written ballot shall not be revoked.

1. Any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter not less than 10 days nor more than 60 days prior to the time by which a ballot must be received by the corporation in order to be counted.
2. Approval by written ballot pursuant to this Section 4 shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

ARTICLE VII

BOARD OF DIRECTORS

1. The property, business and affairs of the corporation shall be managed by or under the direction of the Board. Without limiting the foregoing, the Board may exercise all such powers of the corporation as are provided by the Act, the articles of incorporation and these bylaws, as in effect from time to time.
2. The Board 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, employ and appoint such agents and establish such offices as it may consider necessary.

1. The number of directors which shall constitute the whole Board shall be nine.
2. The directors shall be divided into three classes as nearly equal in number as possible, with the term of office of each class expiring in successive years. At each successive annual meeting of members, the members present in person or by proxy at such meeting shall elect directors of each successive class to serve for three-year terms and until their successors are elected and qualify (and, in the event of any interim vacancies, the members of any other class to serve for the remainder of the term of that class and until their successors are elected and qualify).
3. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors shorten the term of any incumbent director.
4. No director shall be eligible to serve more than three consecutive terms.
5. Directors must be members of the corporation but need not be residents of the State of Iowa.

1. Regular meetings of the Board may be held as provided by resolution of the Board. Special meetings of the Board may be called by or at the request of the president or any three directors.
2. Any or all directors may participate in a regular or special meeting by conference telephone or any other means of communication by which all directors participating may simultaneously communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

1. Notice of any meeting of the Board shall be given at least two days prior thereto by written, facsimile or e-mail notice to each director at his or her address, facsimile number or e-mail address as shown in the records of the corporation. If mailed or delivered, such notice shall be deemed to be delivered when received by the director. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered when the facsimile or e-mail is transmitted.
2. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

1. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting to another time without further notice.
2. Each director shall be entitled to one vote on any matter properly before the Board, and no director may vote by proxy.
3. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

1. A majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board which results from any cause, including an increase in the number of directors.
2. A director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

1. A director may resign at any time upon written notice to the Board. Such resignation shall take effect at the time specified therein, if any; otherwise it shall take effect upon receipt thereof by the remaining members of the Board at a duly called meeting.
2. The acceptance of such resignation shall not be necessary to make it effective.

1. Any director, or the entire Board, may be removed from office at any time, with or without cause, by the vote of at least two thirds of the members present in person or by proxy at a meeting of members, provided that the notice of the meeting shall have stated that the purpose, or one of the purposes, of the meeting is the removal of the director(s).
2. Any director may be removed from office at any time for cause by the vote of at least two thirds of the entire Board. "Cause" for this purpose shall include, without limitation, missing two or more consecutive Board meetings without valid excuse.

1. Any action required or permitted to be taken by the Board may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation in writing or by electronic transmission.
2. Action taken under this section is the act of the Board when one or more consents signed by all of the directors are so delivered to the corporation.
3. The consent may specify the time at which the action taken is to be effective.
4. A director's consent may be withdrawn by revocation signed by the director, provided such revocation is delivered to the corporation prior to the delivery to the corporation of the consents of all the other directors.
5. A consent signed under this section has the effect of action taken at a meeting of the Board and may be described as such in any document.

1. A director of the corporation who is present at a meeting of the Board at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken:
   1. unless his or her dissent is entered in the minutes of the meeting; or
   2. unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof; or
   3. unless he or she forwards his or her written dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting.
2. Such right to dissent shall not apply to a director who voted in favor of such action.

1. The Board, by the affirmative vote of a majority of all the directors in office, 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 shall serve at the pleasure of the Board.
2. The provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, shall also apply to committees of the Board and their members.
3. To the extent specified by the Board or these bylaws, each committee of the Board may exercise the authority of the Board, except that in no event shall a committee do any of the following:
   1. authorize distributions of assets of the corporation;
   2. approve or recommend to members the dissolution or merger of the corporation, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
   3. elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees;
   4. approve or recommend to the members any amendment to the articles of incorporation or these bylaws; or
   5. amend, alter, repeal or take any action inconsistent with any resolution or action of the Board.

1. The Board may create one or more task forces and appoint members of the Board and other members of the corporation to serve on them. Each task force shall have two or more members (including at least one director), who shall serve at the pleasure of the Board.
2. The provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, shall also apply to task forces created by the Board and their members.
3. Task forces shall have such purposes and duration as determined by the Board but may not exercise the authority of the Board.

ARTICLE VIII

NOMINATION AND ELECTION OF DIRECTORS

1. With respect to the election of directors at the annual meeting of members, the Board, on or before the first day of April of each year, shall appoint a Nominating Task Force consisting of the following five persons:
   1. the most recently serving past president of the corporation who is able and willing to serve on the task force and who shall chair the task force,
   2. a director selected by the president,
   3. a member of the corporation (who shall not be a director) selected by the president,
   4. a director selected by the Board, and
   5. a member of the corporation (who shall not be a director) selected by the Board.
2. With respect to any election of directors at a special meeting of members, the Board shall appoint the Nominating Task Force no later than 30 days before the notice of the special meeting is required to be sent.

1. The Nominating Task Force shall hold one or more meetings and shall not later than six weeks prior to the date of the meeting of members at which directors are to be elected recommend a slate of candidates who are members of the corporation and are willing to stand for election as directors at the meeting of members.
2. The Nominating Task Force shall recommend at least one candidate for each director position to be filled but need not recommend more than one candidate for each such position. The report of the Nominating Task Force shall set forth the qualifications of each candidate.
3. In cases where a candidate is also willing to serve as an officer of the corporation if elected as a director, the report of the Nominating Task Force shall specify the office in which such candidate is willing to serve and his or her qualifications therefor.
4. The report of the Nominating Task Force shall be included with the notice of the meeting of members at which directors are to be elected.

1. No person shall be eligible for election as a director of the corporation unless he or she shall have been nominated in accordance with Section 2 or Section 3 of this Article.
2. The election of directors shall take place at a meeting of members
3. The notice of the meeting furnished in accordance with Section 3 of Article V of these bylaws shall include:
   1. a written ballot that lists all candidates who have been nominated in accordance with Section 2 or Section 3 of this Article,
   2. the report of the Nominating Task Force and
   3. any statements submitted in accordance with Section 3 of this Article.