Wisconsin Employment and Training Association
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Wisconsin Employment and Training Association |
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Bylaws of the Wisconsin Employment and Training Association, Inc.
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Article III - Dedication of Assets |
Article VI - Board of Directors Article VII - Standard of Care |
Section 1. General . This corporation has been formed exclusively for charitable and educational purposes. Its primary purpose is to promote and support the administration and implementation of quality employment and training services for low-income and other disadvantaged persons in Wisconsin as set forth in greater detail in the Articles of Incorporation dated October 24, 1989. In addition, this corporation has been formed for the purpose of performing all things incidental to, or appropriate in, the achievement of the foregoing specific and primary purposes and shall have other exclusively charitable and educational purposes as the Board of Directors may authorize or otherwise approve from time to time, whether related or unrelated to the foregoing specific and primary purposes. This corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in the furtherance of the purposes describe herein.
Section 2. Nondiscrimination . Furthermore, in pursuit of its primary purpose, it shall be the policy of this corporation not to discriminate on the basis of race, color, creed, national origin, religion, sex, age, disability, arrest record, conviction record, political affiliation, marital status, sexual orientation, or membership in the National Guard, state defense force, or any other reserve or active-duty component of the armed forces of the United States, or this state.
Section 1. Name . The name of the corporation shall be the Wisconsin Employment and Training Association, Incorporated. The corporation may at its pleasure by a vote of the membership body change its name.
Section 2. Principal Office . The principal office for the transaction of business of the corporation is fixed and located in the City of Madison, County of Dane, State of Wisconsin. The Board of Directors may at its pleasure change the location of the principal office.
Article III - Dedication of Assets
The properties and assets of this not-for-profit corporation are irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director, or officer of this corporation. On liquidation or dissolution, all properties, assets and obligations shall be distributed and paid over to an organization dedicated to charitable and educational purposes and that has established its tax-exempt status under Internal Revenue Code Section 501(c)(3).
Article IV - Members and Membership
Section 1. Qualifications . Membership in this organization shall be open to all who subscribe to the purposes and basic policies of the corporation and whose admission will contribute to the corporation's ability to carry out its charitable and education purposes. Such individuals shall be eligible for membership upon submission of the membership application and any of the following:
Section 2. Dues, Fees, and Assessments . Each member shall pay, within the time specified, and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board.
Section 3. Good Standing . A member who has met the qualifications contained in § 1 shall be considered a member in good standing.
Section 4. Length of Membership Term . Membership shall be for one year beginning January 1 and ending December 31. New membership applications received within 90 days prior to the WETA conference date shall be considered members in good standing for the remainder of the current year and the subsequent year.
Section 5. Rights of Membership . Members in good tanding shall have the right to vote for the election of directors at the annual meeting. All other rights shall be vested in the Board of Directors except that each member shall possess any rights afforded by the laws of the State of Wisconsin. Only members in good standing may hold office or function as a member of the Board of Directors or Executive Committee. No member shall be entitled to any dividend or any part of the income of the corporation or to share in the distribution of the corporate assets upon dissolution or liquidation of the corporation.
Section 6. Termination of Membership . Membership shall terminate on occurrence of any of the following:
Section 7. Suspension of Membership . A member may be suspended under Article 4, § 7 of these Bylaws, based on a good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall not be a member in good standing during the period of suspension.
Section 8. Procedure for Expulsion or Suspension of Membership . If reasonable grounds appear to exist for the expulsion or suspension of a member under Article 4, § § 4 or 5 of these Bylaws, the procedure set forth below shall be followed:
Section 9. Transfer of Membership . No membership or right arising from membership shall be transferred. All rights of membership cease on the member's death, or dissolution, or termination of membership pursuant to Article 4, § 4 of these Bylaws.
Section 10. Liability for Debts or Obligations . A member of the corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.
Article V - Meetings of Members and Voting
Section 1. Annual Meeting . The sole meeting of the membership shall be the annual meeting, at which the members shall elect the corporate Board of Directors. The meeting shall occur annually at a time and place established by the Board of Directors. There shall be no other regular or special meetings.
Section 2. Notice of Annual Meeting . Notice of the annual meeting shall be given at least thirty (30) days prior to the meeting date in the corporate newsletter, or otherwise in writing to each member appearing on the books of the Corporation. The notice shall be sent to the address listed in the membership application form for the prior year unless any member requests otherwise. Notice shall be deemed to be valid for all members if posted at the Corporation's principal office at least thirty (30) days prior to the meeting.
Section 3. Place of Annual Meeting . The Board of Directors may designate the place of the annual meeting of the members.
Section 4. Quorum . The members present when the annual meeting is called to order at the place and time specified in the notice for commencement of the meeting shall constitute a quorum.
Section 5. Voting . Each member shall be entitled to one vote on each item subject to a vote. Voting shall be by voice vote, unless any member at the meeting demands a vote by ballot before any voting begins. Members must be physically present to vote. Cumulative or proxy voting is prohibited.
Section 6. Election of Officers . The election of officers shall be by ballot vote. Ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
Section 7. Ballot Voting . At all votes by ballot, the Chair of such meeting shall, prior to the commencement of balloting, appoint a committee of three (3) who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chair the results. The certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
Section 8. Record Date . For purposes of determining the members entitled to notice and entitled to vote at the annual meeting, the record date shall be:
Section 1. Powers . The business and affairs of the Corporation shall be managed and all Corporate powers shall be exercised by or under the direction of the Board of Directors subject only to the provisions and limitations of the laws of the State of Wisconsin or any other applicable laws and to any limitations in the Articles of Incorporation or Bylaws regarding actions that require approval of the members. This Corporation shall hold, and may exercise all such powers as may be conferred upon a not-for-profit corporation by the laws of the State of Wisconsin, and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation, provided, however, that in no event shall the Corporation engage in activities which are not permitted to be carried on by a corporation exempt under State or Federal law.
Section 2. Board Structure and Membership . Initially, a 20 member Board of Directors shall govern the corporation. As of the date of the first annual meeting, the minimum number of directors shall be 17, 12 of whom will be at-large and 5 of whom will be officers from the executive committee. Annually, the Board may set the Board size of no fewer than 17 members nor more than 27 for the following year. Additionally, a person who has served as president may be elected to serve as an emeritus director by a nomination of any member and a majority vote of the membership at the annual meeting.
Section 3. Election of Directors . The Board of Directors or the Executive Committee shall appoint a nominating committee to select qualified candidates for election to the Board of Directors by the members at least ninety (90) days before the date of any election of directors. A candidate may not be considered for election to the Board of Directors unless he or she has been a member in good standing in at least two (2) of the previous three (3) years. This nominating committee shall make its report at least thirty (30) days before the date of the election, or at such other time as the Board of Directors may set and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all candidates nominated by committee under this section.
Section 4. Officers . The officers of the corporation shall be (i) president, (ii) vice-president, (iii) president-elect, (iv) secretary, and (v) treasurer. The above named officers shall constitute the Executive Committee. Officers shall be elected by the board during the annual meeting and shall serve a term of one year. Officers may succeed themselves for the same office only once. No individual may concurrently hold more than one office.
Section 5. Emeritus Directors . Emeritus directors are sought to provide advice and consultation to the Board of Directors. Only past-presidents may be elected to serve annual terms as emeritus directors. An emeritus director is an honorary title with no right to vote or right to serve on the board of directors.
Section 6. Removal . Officers, directors, and emeritus directors shall serve at the pleasure of the Board, subject to the rights, if any, under any contract of employment. Without prejudice to any rights under any contract of employment, any officer or director may be removed with or without cause by a two-thirds vote of the current directors of the Board.
Section 7. Resignation . Any officer, director, or emeritus director may resign at any time by giving written notice to the Board of Directors, the Chair of the Board, or the Secretary of the Corporation, without prejudice, however, to the rights, if any, of the Corporation under any contract to which such officer or director is a party. Any resignation shall take effect on the date of the receipt of such notice or at any later time specified in the resignation; and, unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective. No director, other than an emeritus director, may resign when the Corporation would then be left without a duly elected director in charge of its affairs.
Section 8. Vacancy; how caused . A vacancy on the Board shall exist on the occurrence of any of the following:
Section 9. Vacancy; how filled . A vacancy in any director's position because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. All vacancies shall be filled by appointment by the president. The Director appointed shall assume the term of office of the director he or she replaced.
Section 10. Committees . There shall be three (3) standing committees, the Executive Committee, Nominating Committee, and the Conference Committee, whose duties and responsibilities shall be as follows:
(a) Duties of the Executive Committee shall be to:
(b) The duties of the officers of the Executive Committee shall be:
(c) The Board of Directors or the Executive Committee shall select the Nominating Committee annually. The duties of such committee shall be in accordance with Article 6, § 3, of these bylaws.
(d) The Board of Directors or the Executive Committee shall select the Conference Committee annually. The President-elect shall serve as chair of a conference committee of at least three members to attend to and be responsible for all logistics involved in hosting a WETA conference. The duties of such committee shall include, but not be limited to, making contracts with the conference site, presenters, and other vendors as necessary; arrange all associated workshops and keynote speakers.
(e) Other committees. The President, with Board approval, shall have the authority to appoint ad hoc committees, which shall have a minimum of three (3) members, one of whom shall be a member of the Board of Directors and who shall serve as chair of such committee. Ad hoc committees may report to the Board of Directors or executive committees as may be required.
Section 11. Meetings . The Board of Directors shall meet at least twice each year, including a meeting held immediately after each regular meeting of the members for purposes of organization, election of officers, and transaction of other business. Meetings shall be held at any place designated by resolution of the Board, or if not designated, at the principal office of the Corporation. Any meeting may be held by conference telephone or similar communications equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
Section 12. Special Meetings . Special Meetings of the board may be called at any time by the President, any three (3) members of the executive committee, or by a majority of the members. Notice of the date, time and place of such meetings shall be delivered personally to each director or communicated electronically or by first-class mail at least seven (7) days before the meeting. The notice need not specify the purpose of the meeting. If the notice is deposited in the mails, then such notice shall be addressed to the Director at the Director's address as it is shown upon the records of the Corporation. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such director. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporation records or made a part of the minutes of the meeting.
Section 13. Action at a Meeting . Presence of four-fifths of the Executive Committee and at least an equal number of members-at-large at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as otherwise provided in these Bylaws. Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by the Articles of Incorporation, these Bylaws, or by law. Directors may not vote by proxy. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a disinterested majority of the required quorum for such meeting, or such greater number as required by the Articles of Incorporation, these Bylaws, or by law. Adoption or revocation of a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, requires the approval of two-thirds (2/3) of the authorized number of Directors of the Corporation.
Section 14. Adjourned Meeting and Notice . A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place if the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 15. Action without a Meeting . Any action required or to be taken by the Board of Directors may be taken without a meeting, if all directors of the Board individually or collectively consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.
Section 16. Fees and Compensation . Directors and members of committees may not receive compensation for their services. However, reasonable reimbursement of expenses may be fixed or determined by resolution of the Board of Directors.
Article VII - Standard of Care
Section 1. General . A Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such director believes to be in the best interest of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. Except as provided in
Section 2. Loans . This Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this Corporation may advance money to a director or officer of this Corporation or any subsidiary for expenses reasonably anticipated to be incurred is such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 3. Self-Dealing Transactions . Except as approved in § 4 below, the Board shall not approve a self-dealing transaction. A self-dealing transaction is one to which the Corporation is a party and in which one or more of the directors has a material financial interest or a transaction between this Corporation and one or more of the directors or between this Corporation and any person in which one or more of its directors has a material financial interest.
Section 4. Approval . The Board of Directors may approve a self-dealing transaction if the Board determines that the transaction is in the best interests of, and is fair and reasonable to, this Corporation and, after reasonable investigation under the circumstances, determines that this Corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the Director's interest in the transaction, and by a vote of the majority of the Directors then in office, provided that a quorum is present, without counting the vote of the interested Director or Directors.
Section 5. Indemnification . To the fullest extent permitted by law, this Corporation shall indemnify and hold harmless its Directors, Officers, employees, and agents, including persons formerly occupying any such position, and heirs, executors and administrators of such persons, and the heirs, executors and administrators of such persons against all expenses (including reasonable attorney's fees and disbursements), judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action, suit, or proceeding, including an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of this corporation. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled by law apart from this Article 7, § 5.
Section 6. Expenses Incurred; when advanced . To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any action, suit, or proceeding shall be advanced by the Corporation before final.
Section 7. Insurance . The Corporation shall have power to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by such person in such capacity or arising out of the person's status as such.
Article VIII - Records and Reports
Section 1. Maintenance and Inspection of Articles and Bylaws . The Corporation shall keep at its principal office in this state, the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members and directors at all reasonable times during office hours.
Section 2. Maintenance of Corporate Records . The Corporation shall keep adequate and correct books and records of accounts, written minutes of the proceedings of its members, Board, and committees of the Board; and a record of each member's name and address. All such records shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal office of the Corporation. The minutes shall be kept in written or typed form or in any other form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Corporation shall turn over to his or her successor or the chairperson, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the Corporation as have been in the custody of such officer, employee, or agent during his or her term of office.
Section 3. Inspection of Corporate Records by Directors . Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. The inspection may be made in person or by an authorized agent or attorney, and shall include the right to copy and make extracts of documents.
Section 4. Inspection of Corporate Records by Members . Upon written demand of the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. The member or the member's authorized agent or attorney may make any such inspection and copying. Any right of inspection extends to the records of any subsidiary of the Corporation.
Section 5. Inspection of Membership Records . Unless the Corporation provides a reasonable alternative as provided in § 6 below, any member may, for a purpose that is reasonably related to the member's interest as a member in the Corporation, do any of the following:
Section 6. Alternative Method of Inspection of Membership Records . The Corporation may, within 10 business days after receiving a demand under § 5 above, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list. Any inspection and copying under either § 5 or 6, may be made in person or by the member's authorized agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.
Section 7. Annual Report . The Board shall cause an annual report to be sent to all Directors and members of this Corporation within one hundred twenty (120) days after the end of the corporation's fiscal year. This annual report shall be accompanied by any pertinent report of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Such report shall contain all of the following:
The fiscal year of this Corporation shall be from January 1 to December 31, inclusive.
These Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the members.
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