(As amended February 7, 2013)
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ARTICLE I - NAME OF ORGANIZATION
The organization shall be known as the Wisconsin Economic Development Association, Inc.
ARTICLE II - PURPOSES OF ASSOCIATION
This association is a nonprofit organization. No part of its net earnings shall inure to the benefit of any private shareholder or individual (as such terms are used in Section 501(c) (6) of the United States Internal Revenue code of 1954, as amended). The association is established for the general purpose of creating an organization of persons involved and/or interested in furthering the general economic development of Wisconsin. The purpose of the association is furthered by the attraction of new business and industry, the expansion of existing business and industry, and improved business conditions in the state that enhance entrepreneurial activity. The Association accomplishes its purpose through legislative advocacy, discussions, education and collective activity.
ARTICLE III - PRINCIPAL OFFICE AND REGISTERED AGENT
The principal office of the corporation, and the registered agent shall be as designated by the Board of Directors of the corporation. The corporation shall have and maintain continuously in the State of Wisconsin a principal office and registered agent. The location of such principal office in the state and the designation of the registered agent may be changed from time to time by the Board of Directors.
ARTICLE IV - CORPORATE SEAL
The corporate seal of the corporation, if one is acquired, shall be in the form of a circle and within the periphery shall be inscribed the name of the corporation and in the center thereof the word "SEAL."
ARTICLE V - MEMBERSHIP
Section 1. Classification of Members. There shall be four classes of membership which shall be as follows:
- Members. Those individuals who are residents of the State of Wisconsin and are engaged in furthering the economic development of the State of Wisconsin may qualify to be "Members" and shall be entitled to all the rights and privileges of the organization including, but not limited to, voting and the right to hold office. Those individuals employed in economic development outside of the State of Wisconsin may also qualify to be "Members" and shall be entitled to all the rights and privileges of the organization except the right to hold office.
- Corporate Members. Those businesses and/or organizations involved in economic development in the State of Wisconsin may be "Corporate Members." Corporate membership permits designation of one or more persons as Members and receives special recognition as determined by the Board of Directors.
- Retired Members. Those members who have retired but maintain an interest in the economic development of the State of Wisconsin may be entitled to reduced membership dues, fees and other benefits upon approval of the Board of Directors. Retired Members who have made exceptional contributions to the corporation, as determined by the Board of Directors, may be designated "Life Members" upon the approval of the Board of Directors and shall be entitled to all the rights and privileges of Members.
- Student Members. Those members who are full time students with an expressed interest in economic development shall be termed “Student Members” and shall be entitled to all the rights and privileges of the organization except the right to vote and hold office.
Section 2. Membership Applications.
- The application for membership shall be made on the standard form provided by the corporation, and together with the required dues, fees, and/or assessments shall be sent directly to the Executive Director.
- All new members shall be reported to the Board of Directors. Should there be any questions concerning, or nonapproval of, an application, it shall be brought before the Board of Directors for action.
Section 3. Dues, Fees and/or Assessments; Good Standing. A requirement for membership in the corporation shall be the payment of dues, fees, and/or assessments as required by the Board of Directors. The amount, frequency and calendar dates of payment of such dues, fees and/or assessments shall be determined by the Board of Directors. In order for a member to be in "good standing," all obligations to the corporation, including dues, fees and assessments, for the previous fiscal year, must be paid in full.
Section 4. Resignation of Members. Members may resign by giving notice in writing to the Secretary/Treasurer and upon payment of any indebtedness to the corporation.
Section 5. Voting Privileges. All Members in good standing shall be entitled to one vote on every matter submitted to vote of the membership.
Section 6. Transfer of Membership. Transfer of membership shall be permitted to the extent and subject to conditions, if any, as adopted by the Board of Directors.
Section 7. Removal from Membership.
- Members may be removed from membership for non payment of dues, fees and/or assessments by vote of the Board of Directors.
- Removal from membership for any cause other than non payment of dues, fees and/or assessments shall require a two thirds (2/3) majority vote of the membership.
ARTICLE VI - MEMBERS MEETINGS
Section 1. Annual Meeting. The annual membership meeting will be held at such date and time as may be fixed by the authority of the Board of Directors, for the purpose of electing Directors, presentation of the annual report, communications of Board adopted policies, and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President; in the absence of the President, by the President Elect; by the Board of Directors; or by one third (33 ⅓ percent) of the Members, at such place within the State of Wisconsin as specified in such call.
Section 3. Notice. Notice of the time and place of all annual and special meetings shall be made in person or mailed by or at the direction of the President or the Secretary/Treasurer or any officer acting on behalf of the President or Secretary/Treasurer to each member at least five (5) full days before the date thereof. Notice by telephone, fax or e-mail shall be deemed personal notice.
Section 4. Quorum. A quorum for the transaction of business shall consist of ten percentum (10%) of the Members in good standing.
Section 5. Voting. At every meeting of members, each Member in good standing shall be entitled to one vote, which may be cast either in person or by proxy. All proxies shall be in writing, filed no later than 48 hours prior to the commencement of the meeting with the Secretary/Treasurer and entered in the Minutes of the Meeting.
ARTICLE VII - DIRECTORS
Section 1. General Powers. The property, affairs and business of the corporation shall be under the care of and managed by the Board of Directors. The Executive Committee created by Article VIII, Section 9 may exercise certain powers of the Board pursuant and subject to Article VIII, Section 9 or any other restrictions required by law, the Articles of Incorporation or these By Laws.
Section 2. Number, Tenure and Qualifications.
- Subject to the provisions of subsection (c) below, the Board of Directors shall be eighteen (18) in number and shall include the officers of the corporation. At each annual election Directors shall be elected for a term of three (3) years to succeed those Directors whose terms of office expire.
- No Director may serve more than two full consecutive terms, except that filling a portion of or the unexpired term of a declared vacancy shall not count as a term for purpose of this limitation. A person who has served two full consecutive terms on the Board shall not be eligible to fill a vacancy on or to be re elected to the Board of Directors until the expiration of one year after that person's last service on the Board.
- Notwithstanding the foregoing: election as President-Elect shall automatically extend that Director’s term on the Board by whatever number of additional years are required to fulfill the obligations of President-Elect, President and Immediate Past President; and, upon expiration of a President's term, that person shall become the Immediate Past President of the association and shall automatically be elected to the Board of Directors, with full and complete rights. The term of Immediate Past President serving pursuant to the provision of this subsection (c) shall expire on the date of the next annual meeting of the association after such automatic election.
- Ex-Officio Members: A member in good standing may be appointed as an Ex-Officio and participate when requested by the Board. An ex-officio member shall not be a voting member of the board.
Section 3. Election of Directors. The election of Directors shall be governed by the following conditions and procedures:
- Qualifications. All Members in good standing are deemed eligible and qualified for election as Directors except as provided in Section 2 (b).
- Nominees Selection. Director candidates shall be nominated by the Board of Directors from a slate presented by the Nominating Committee pursuant to Section 3 (c) or by petition of members pursuant to Section 3 (d). The Board of Directors shall place in nomination a list of qualified candidates that numbers at least two more candidates than the number of Directors to be elected.
- Nominating Committee. The Nominating Committee shall consist of the President, who shall serve as Chair of the Committee and the following persons appointed by the President, with approval of the Board: two Past Presidents; the President Elect; two committee chairpersons; and, two Members in good standing appointed at large from the membership and who are not officers or Directors or committee chairpersons. The Nominating Committee shall submit a report to the Board of Directors which recommends for nomination a list of qualified members numbering least two more candidates than the number of Directors to be elected.
- Petition. In addition to candidates nominated by the Board, qualified members may be placed in nomination by petition signed by at least 20 Full Members in good standing.
- Time of Elections. The election of Directors shall be held during the Annual Meeting of the corporation.
- Process and Deadlines. Nominations approved by the Board of Directors shall be sent to all members by mail, e-mail or fax, no later than five weeks prior to the date of the election. Candidates placed in nomination by petition under Section 4 shall be filed with the Secretary/Treasurer no later than two weeks prior to the date of the election.
- Election Committee. Prior to the election, the President, with approval of the Board of Directors, shall appoint an Election Committee of 5 Members in good standing. The Election Committee shall be responsible for the conduct of the election including counting ballots, certifying of election results and resolutions of challenges and tie votes. Any action required of the Election Committee shall be accomplished by a simple majority. Resolution of tie votes shall be determined by lot.
- Directors Elected. Directors receiving the highest number of votes based on the number of positions to be filled shall be elected to full terms.
Section 4. Resignation. A Director may resign at any time by filing a written resignation with the Secretary/Treasurer.
Section 5. Removal By Members. Any Director may be removed at any time at any regular or special meeting of the membership of the corporation by simple majority vote of the membership.
Section 6. Removal By Board.
- For Cause. Any director may be removed, for cause, by a two-thirds (2/3) majority of the votes entitled to be cast by Board members at a meeting duly held for such purpose.
- Process. Except as provided in paragraph (c) below, proceedings to remove for cause may be initiated by order of the Board of Directors causing a statement of the allegations to be mailed by registered mail to the last recorded address of the director at least 30 days before the matter is to be submitted to the Board. Such statement shall be accompanied by a notice of the time and place of the meeting of the Board at which the allegations shall be considered; and the director shall be accorded an opportunity to appear before the Board and to present a defense to such allegations before action is taken thereon.
- Absences. Any director who has missed three (3) out of six (6) Board meetings shall automatically be removed from such office. The Board may reappoint such director pursuant to Article VII, Section 7.
Section 7. Vacancies. If a vacancy occurs for any reason during the term of a director, a replacement director shall be appointed by the Board of Directors for the unexpired term.
Section 8. Annual Meetings. An Annual Meeting of the Board of Directors shall be held without other notice than by this By Law at the same place as the Annual Meeting of members and immediately following the Annual Meeting of members. This meeting shall be the first meeting of the new Board and Officers with the President Elect assuming the position of President.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or four or more of the Directors. The person or persons authorized to call special meetings of the Board may fix any place for holding such meeting. By unanimous consent of the Directors, special meetings of the Board may be held without notice, at any time and place.
Section 10. Telephonic Meetings. Meetings of the Board of Directors may be held by telephonic communication. Such meetings are subject to all other appropriate provisions in these bylaws.
Section 11. Notice. Notice of all special meetings of the Board of Directors, except those specified in the third sentence of Section 8 of this Article, shall be made in person or mailed to each Director at least three (3) days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof. Notice by telephone, fax and e-mail shall be deemed personal notice.
Section 12. Quorum. A majority of the number of Directors fixed pursuant to the Articles of Incorporation or these By Laws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Board of Directors, unless the act of a greater proportion is required by law, the Articles of Incorporation, or these By Laws.
Section 13. Conduct of Meetings. The President of the corporation shall serve as Chairperson of the Board of Directors and shall preside at all meetings of the Board. In absence of the President, the President Elect shall preside. In absence of the President and President Elect, the Secretary/Treasurer shall preside. In the absence of any officer, the Board shall elect a member to serve as temporary Chairperson, to preside over the meeting.
ARTICLE VIII - OFFICERS
Section 1. Officers and the Qualifications. The officers of the corporation shall consist of a President, a President Elect, a Secretary/Treasurer and the Immediate Past President. Except as provided in Section 2(2), the Board of Directors shall elect the President Elect and Secretary/Treasurer from among its members. To be eligible for election as either President Elect or Secretary/Treasurer, a Director shall be a member of the Board of Directors and shall have served at least one full year as a Director immediately prior to such election. Except as provided in Section 2, no person may be elected President Elect more than once nor may serve in that position for more than one year. A Director may be re elected Secretary/Treasurer without limitation except the limitation regarding service on the Board of Directors.
Section 2. Elections, Vacancies and Term of Office.
- Officers shall be elected annually by the Board of Directors at the first meeting of the newly elected Board immediately following the election of the Board at the Annual Meeting. The first order of business for the newly elected Board shall be the passing of the gavel from the President to the President Elect. The new President shall then open nominations for the positions of President Elect and Secretary/Treasurer. After a brief presentation by the individuals nominated, the President shall then conclude the nominations and the positions shall be filled by the majority vote of the members of the new Board.
- A vacancy in the office of President shall be filled by the President Elect. Vacancies in any office other than President shall be filled by the Board of Directors at any meeting of the Board of Directors. Each officer shall hold office until a successor has been duly elected and shall have been qualified. Except as otherwise provided, the President Elect shall assume the office of President at the close of each Annual Meeting. If the President Elect assumes the office of President due to a vacancy in the office of President, the President Elect shall fill the unexpired term of the President and shall fill out the term of President to which such person would have automatically ascended based on election as President Elect. A person elected President Elect to fill a vacancy shall serve in that position until the term of President expires as provided above.
Section 3. Removal. If the Board of Directors has cause to believe that an officer is incapable of fulfilling the duties as an officer and such officer refuses to resign, the Board of Directors may, for cause, remove such officer by a two thirds (2/3) vote of the Board. Such action may be taken at any regular meeting of the Board or at a special meeting called for that purpose. Proceedings to remove for cause may be initiated by order of the Board of Directors causing a statement of the allegations to be mailed by registered mail to the last recorded address of the officer at least 30 days before the matter is to be submitted to the Board. Such statement shall be accompanied by a notice of the time and place of the meeting of the Board at which the allegations shall be considered; and the officer shall be accorded an opportunity to appear before the Board and to present a defense to such allegations before action is taken thereon.
Section 4. Duties. The duties of the officers will be those usually attached to such offices and as specified in the Articles of Incorporation and By Laws, and in addition, such other duties as may be assigned to them from time to time by the Board of Directors or be imposed by any public law.
Section 5. President. The President shall be the chief executive officer of the Wisconsin Economic Development Association and shall perform all business and duties customarily pertaining to the office of the President and such other duties as he or she may be directed to perform by resolution or majority vote of the Board of Directors. The President shall preside at all meetings of the membership, Executive Committee, and of the Board of Directors and shall be a member ex-officio of all regular and special committees of the Association. The President shall assign Board members to Committee responsibility and select all chairpersons, subject to approval of the Board of Directors.
Section 6. President-Elect. The President-Elect shall exercise the power and authority and perform the duties of the President in the absence or disability of the President. The President-Elect shall also serve on the Education Committee of the Association. The President-Elect, in cooperation with the Executive Committee, shall be responsible for recommending an operating budget and determining the program activities to the Board for the Fiscal year in which the President-Elect shall assume the office of the President.
Section 7. Secretary/Treasurer. The Secretary/Treasurer shall give notice of meetings of the Board of Directors, shall be responsible for accurate minutes of all meetings of the membership and of the Board of Directors, and shall maintain all financial records of the Association. The Secretary/Treasurer shall be responsible for the safeguarding of all funds received by the Association and for their proper disbursement. Such funds shall be kept on deposit in financial institutions approved by the Board of Directors. The Secretary/Treasurer shall be authorized to write and review all checks on behalf of the Association. The Board of Directors shall adopt policies relating to payments and check writing. The Secretary/Treasurer, or in his or her absence the Assistant Secretary/Treasurer or Executive Director, shall present a financial report to the Board of Directors at each meeting.
Section 8. Executive Director, Legislative Director, Employees and Compensation. The Board of Directors may employ or contract for and set the compensation of an Executive Director and a Legislative Director and any other person(s) as necessary to carry out the business of the corporation. The Board of Directors may designate the Executive Director or other qualified person (s) to serve as Assistant Secretary/Treasurer to perform the functions delineated in Article VIII, Section 7.
Section 9. Executive Committee.
- There is created an Executive Committee which shall consist of: the President; President Elect; Immediate Past President; Secretary/Treasurer; one other member of the Board of Directors appointed by the President; and, Executive Director and Legislative Director. All members shall be voting members except the Executive Director and Legislative Director.
- The Executive Committee may meet from time to time at the call of the Chair who shall be the President of the corporation. Three voting members present at an Executive Committee meeting shall constitute a quorum for the conduct of business. Meetings may be conducted by telephonic communication.
- The Executive Committee may consider any matter appropriate to the conduct of the business and purposes of the corporation and may make recommendations to the Board of Directors.
- The Executive Committee is empowered to exercise all powers of the Board of Directors in intervals between meetings of the Board of Directors except that the Executive Committee shall have no authority to amend By Laws or adopt rules and regulations governing nominations and/or elections.
- The Executive Committee is required to report all actions taken during the interval to the full Board of Directors at the Board of Directors meeting next following any such actions.
ARTICLE IX - FINANCES
Section 1. Indebtedness. No indebtedness shall be incurred except by authority of the Board of Directors and not in excess of the monies reasonably available or in the treasury.
Section 2. Accounting. All monies shall be paid directly to the Secretary/Treasurer or Assistant Secretary/Treasurer and shall be accounted for by them. The Secretary/Treasurer shall render an annual financial statement of the receipts and expenditures and shall be prepared to give an account of the finances of the corporation at any time during the fiscal year upon the request of the Board of Directors or officers.
Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
Section 4. Care of Funds. The funds of the corporation shall be deposited in such bank or trust company within the State of Wisconsin as the Directors shall designate and shall be withdrawn only upon check or order of the Secretary/Treasurer or such other officer or officers as the Board of Directors may designate.
Section 5. Bonding. The Board of Directors may procure or require surety bonds covering the corporation and/or any of its officers and employees. The cost of any bonds procured or required by the Board of Directors shall be paid by the corporation.
ARTICLE X - COMMITTEES AND ADVISORY BOARDS
Section 1. Procedure. The Board of Directors shall be empowered to appoint or establish the procedure for the appointment of committees and advisory Boards, which shall have the powers and duties set forth by the Board of Directors.
Section 2. Scope. The Board of Directors shall enlarge, assign projects, and declare policy for said committees and advisory Boards.
Section 3. Standing Committees. The following shall be Standing Committees of the organization: Legislative; Membership; Communications; Education and Nominating.
ARTICLE XI - DISSOLUTION
Upon dissolution, the assets of the corporation remaining after payment of all its obligations shall be distributed to a succeeding organization or an organization having similar objectives and tax exempt status under Section 501(c)(6) of the United States Internal Revenue Code of 1954, as amended.
ARTICLE XII - PARLIAMENTARY PRACTICE
In all matters of parliamentary practice "Robert's Rules of Order" as amended shall be used as authority.
ARTICLE XIII - RULES AND REGULATIONS
The Board of Directors shall be empowered to formulate and adopt as supplementary to these By Laws, but not inconsistent therewith, such rules and regulations as may be deemed essential to the proper conduct of this corporation and to change the same to suit needs and conditions upon a majority vote of the Directors present at any annual or special meeting of the Board of Directors at which a quorum is present.
ARTICLE XIV - AMENDMENTS
These By Laws may be amended at any Annual Meeting or special meeting of the membership of the corporation, providing that proposed By Law changes have been submitted to the Board of Directors 30 days prior to the membership meeting. Notice of such meeting shall be sent to the membership, by mail, e-mail or fax five (5) days prior to the date of such meeting; which notice shall describe the nature of the amendment being considered.