ARTICLE V: ELECTED OFFICERS
Section 1: Classification of Officers
a. The principal officers shall be a president, vice president, secretary, and treasurer and such officers shall be members of the board of directors for the duration of the term for which they are elected. Such officers shall perform the duties traditional to their offices and inconformity to state statute and Robert’s Rules of Order and may assume such other duties as the board may request, among which may be the chairmanship of special or permanent committees. However, no two principal offices may be combined with the exception of secretary and treasurer.
Section 2: Removal; Vacancy
- Any elected or appointed officer may be removed, with or without cause, by vote of the directors then in office.
- Upon the death, resignation, or removal from office of any elected or appointed officer, the vacancy created may be filled for the unexpired term by the board of directors.
- Directors may be removed by action of the membership in accordance with the Wisconsin non-stock corporation law
Section 3: Duties
- Duties of President. The principal duties of the president shall be to preside at all meetings of the board and the executive committee and, except when another officer is authorized to do so, to sign all documents which call for execution on behalf of the organization.
- Duties of Vice-President. The vice-president shall undertake any special assignments given him or her by the president or the board. The Vice-President directs the Endowment Committee. During the absence or disability of the president, the vice-president shall carry out the duties of the president to the extent determined by the board. Following the resignation, removal from office, or death of the president, the vice-president shall assume that office.
- Duties of Secretary. The secretary shall keep appropriate records of the meetings of the organization, the board, and all of its committees and undertake any special assignments given him or her by the president of the board. The secretary shall be the custodian of all corporate records of the organization, including such fiscal records, or copies thereof, as originate or are filed with the organization. The retention of these records shall be indefinite.
- Duties of Treasurer. The treasurer shall ensure that all financial assets and income of the organization are fully accounted for and that all of its disbursements are authorized and made consistent with law, board policies, or the specific requirements of a particular fund. The treasurer shall be responsible to the board in matters of financial policy and shall make reports at each board meeting.
- Other duties. The officers shall preform such additional or different duties as may from time to time be prescribed by law or required by the board.
- All officers and directors shall familiarize themselves with these bylaws and the articles of incorporation upon their election or appointment, and it shall be the duty of the secretary to distribute such copies to the individuals involved.
ARTICLE VI: COMMITTEES
Section 1: Governance Committee
a. The board of directors will appoint a governance committee of three (3) or more voting members who are non-board members to act as the “conscience of the board.” The governance committee will focus on board recruitment and composition and will address board development and performance with recommendations for board self-assessment tools and processes. The governance committee may also provide orientation and educational materials for the board of directors. The governance committee examines how the board is functioning, how the board communicates, and whether the board is fulfilling its responsibilities.
b. The governance committee also acts as the nominating committee and shall nominate members for election as officers and to the board of directors. The president, or the president’s designee, shall provide a written notice either in print or electronic form which is readily accessible to all the organization’s members at least 30 days in advance of the annual meeting. Such a notice will notify the organization’s membership of the possibility of nominating individuals for consideration by the governance committee and the process for which nominations can be made. The governance committee shall also be responsible for the distribution and counting of ballots at the election meetings. Either the presiding officer or the chairman of the governance committee shall announce the results.
Section 2: Finance/audit Committee
The board of directors will appoint a finance/audit committee of three (3) or more voting members who are non-board members. The finance/audit committee will monitor financial practices and the process in which the financial practices are carried out in the organization. The finance/audit committee will monitor financial transactions on an ongoing basis and will examine the organization’s financial management practices and policies to ensure adequate controls are in place so that transactions take place according to policy.
Section 3: Other Committees
The board of directors may appoint such committees as are deemed necessary for the efficient operation of the organization. Committees of the board shall be composed of three (3) or more board members. Other committees may include directors, officers, or regular members of the organization.
ATICLE VII: ELECTIONS
Section 1: Directors
a. Directors shall be nominated in accordance with provisions of Article VI, Section 1b of these by-laws. All directors shall be elected by the members at the annual meeting of members. A director’s term commences on January 1st following the adjournment of the annual meeting of members at which the director is elected, and last for three (3) years, or until the director’s successor is elected and qualified. The terms of directors shall be staggered.
b. Vacancies among directors occurring before the expiration of term shall be filled by election of the Board of Directors and those so elected shall complete the term of the director at large they replace.
Section 2: Officers
a. Officers with board rank — president, vice president, secretary, treasurer — shall be elected by the members at the annual meeting of members. An officer’s term commences on January 1st following the adjournment of the annual meeting of members at which the officer is elected, and lasts for one (1) year, or until the officer’s successor is elected and qualified.
b. Vacancies in all offices occurring before the expiration of the specified term of office shall be filled by election by the Board of Directors and those so elected shall hold office until the next scheduled election for that office.
ARTICLE VIII: MEETINGS
Section 1: Meetings of the Board of Directors
a. The Board of Directors shall meet Quarterly. Special meetings of the board may be called by the president or by any three members of the board, and each director shall be notified in person, by mail, by or email as to the time and place of such meeting.
b. Five of the Board of Directors present (2 Officers and 3 Directors) and eligible to vote shall constitute a quorum at any regular or special meetings of the board.
Section 2: Meetings of the Membership
a. The annual meeting of this organization shall be held in the month of November each year. Other regular meetings of the membership shall be held monthly.
b. Special meetings of the membership may be called by the president; on the instruction of the Board of Directors; or upon the written request of 10 percent of the membership. When a special meeting of the members is called each member shall be notified in person, by mail, or by email as to the time and place and purpose of the meeting.
c. One Hundred percent of the membership present or represented by proxy shall constitute a quorum at any annual, regular, or special meeting of the membership.