Iowa Professional Farriers Association
By Laws Revised November 8, 2025
BY LAWS OF THE IOWA PROFESSIONAL FARRIER’S ASSOCIATION (IPFA)
ARTICLE I
OFFICES
The principal office of the corporation shall be located at the address of the presiding Treasurer of the Association. The corporation may have such other offices, either within or without the State of Iowa, as the board of directors may determine from time to time.
ARTICLE II
MEMBER
Section 1. Classes of Members. The members of the corporation shall be divided into two classes as follows: regular members and honorary members. Honorary members being active regular members of the association that have been nominated and recognized for significant participation and contributions to the association and selected by majority vote of the membership. Honorary members, once selected, are exempt from annual dues and clinics of the association for the lifetime of the member. (See Attachment 1 for Criteria for Honorary Lifetime Member selection)
Section 2. Election of Members. Any person interested in becoming a member of the corporation shall submit a written and signed application, on a form approved by the board of directors, to the Treasurer of the corporation. Applicants whose applications are so approved by the board shall become members of the corporation on payment of the required dues.
Section 3. Termination of Membership. The board of directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed hereinafter.
Section 5. Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held at a place and time as fixed by the Board of Directors each year and the board shall give notice to all members in good standing at least fourteen days before said meeting, for the purpose of electing the Board of Directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Specials meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights at a place designated by the board of directors.
Section 3. Notice of Meetings. Written, printed, or email notice stating the place, day and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than fourteen days nor more than thirty days before the date of such meeting, by or at the direction of the President or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose, or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.
Section 5. Quorum. Members holding ten per cent (25%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. A majority vote for IPFA purposes is 51%.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its’ Board of Directors. The Board of Directors for the purposes of this association is deemed the elected officers and directors of the association.
Section 2. Number, Tenure, and Qualifications. The number of directors shall be six. Three directors shall be elected at the annual meeting of members on alternating years, and the term of office of each director shall be two years, or the remainder of that two-year period for the election of his/her successor.
Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally, sent by mail, or email to each member of the BOD at his/her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum, and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President, Vice President, Secretary and Treasurer.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the general membership at the regular annual meeting of the general membership. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualifies.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its’ judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation. The responsibilities of the officers will be, but are not limited to, the following duties.
President: Most important duty is to preside over meetings; Open meetings at the time they are supposed to open by taking the chair and calling the members to order; Ascertain that a quorum is present; Announce business in the correct order; State and put all motions in order; Enforce all rules; Maintain order and decorum; Maintain his/her impartiality; Alternate between pro and con when conducting debate on a motion; Declare assembly recessed or adjourned; Have at hand the bylaws, rules of order, standing rules, and other documents to facilitate transactions of business; Authenticate by signature, when necessary, any documents relevant to the assembly; In general, represent the assembly, declaring its’ will and obeying its’ command in all matters and regards.
Vice President: Presides in the absence of the President and serves in his/her place; May chair committees; becomes President if President vacates the position, he/she cannot decline.
Secretary: If both the President and Vice President are absent when a meeting should begin, the Secretary conducts an election of a Chairman Pro Tem to preside until the arrival of the President or Vice President; officer in charge of meeting minutes (documents recording the proceedings and submits to the Board of Directors via the President in a timely manner), correspondence, the roll of members, and similar matters; reads correspondence at meetings; records minutes and keeps in a book, to maintain current, accurate copies of all organizational documents (including bylaws, rules of order, and standing rules), to file reports (noting their date of presentation and their disposition), to issue written notices of meetings and certain motions to prepare the agenda for the presiding officer, to maintain a roster of membership (unless the bylaws assign this to the Treasurer); Maintain a list of Committees and members and provides relevant information to these committees. Mails out New Member Packets when notified of new members.
Treasurer: Acts as banker, holding funds and paying out on the order of the society signed by the Secretary; Reports amount of funds on hand to include sources and amounts of income during the period, purposes or payees and amounts of disbursements during the period, and balance on hand; Acquire a receipt for all payments; Request audit of books from time to time to check for errors or annually, whichever occurs first. Acts as financial advisor to the association.
ARTICLE VI
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolutions adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it or him by law.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for any purpose of the corporation.
ARTICLE VIII
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE IX
FISCAL
The fiscal year of the corporation shall be the calendar year.
ARTICLE X
DUES
Section 1. Annual Dues. The Board of Directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by regular members and shall give appropriate notice to the members.
Section 2. Payment of Dues. Dues shall be payable in advance of the first day of January in each year. Dues paid after the first day of November will be valid until the first day of January of the following year.
Section 3. Default and Termination of Membership. When any member is in default in the payment of dues for a period of ninety days from the beginning of the period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors as provided herein above.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the articles of incorporation or by the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENT OF BYLAWS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of those present at any regular meeting or at any special meeting, if at least fourteen days written notice is given of intention to alter, amend, or repeal or adopt new bylaws at such meeting or vote of the members at any regular or special meeting or as the case may be.
Attachment 1
Criteria for IPFA Honorary Lifetime Member (HLM)
Criteria to be inducted into the IPFA HLM:
1) In good standing with the IPFA for 20 or more years.
2) Must be 62 years of age or older.
3) Must have held an office for a minimum of five years. (President, Vice-President,
Secretary, Treasurer or Director)
4) Went above and beyond normal duties.
5) Volunteered as needed.
6) Special Clause 1: Should an IPFA member in good standing, become disabled or terminally ill, and can no longer shoe horses, the individual may be nominated by any IPFA member. The nominee must then get a majority vote of approval by the Board of Directors (BOD).
7) Special Clause 2: Should a non-farrier be identified that has significantly contributed to the IPFA over a period of not less than 20 years, that individual may be nominated by any IPFA member providing substantiating information of those contributions. The nominee must then be approved by the majority vote of the BOD.
Any IPFA member may nominate any IPFA member for HLM consideration. The nominee will then be submitted to the IPFA BOD for approval by majority vote. If approved, he/she will then be inducted as an HLM at the next IPFA function and presented with a plaque.