Sustain Jefferson Jefferson County, Wisconsin
Sustain Jefferson By-Laws
SUSTAIN JEFFERSON, INC.
Article 1 - Membership
Purpose. The purposes of the Corporation are to increase the proficiency of its members to achieve and promote sustainable practices, to promote sustainable practices in their communities, to provide assistance to other individuals, organizations and communities desiring to learn and apply sustainable practices and to accept charitable donations and contributions to be used exclusively for the educational improvement of its members and to promote a wider awareness of the benefits of sustainable practices.
Qualifications. Membership in the Corporation shall be open to all interested individuals age 14 or older. Persons under age 14 shall be admitted with permission of a parent or guardian.
Manner of Admission. The method of admission shall be determined by the Board of Directors and approved by the general membership.
Dues. Admission dues and annual dues shall be determined by the Board of Directors and approved by the general membership. Dues levels, e.g. individual, family, company, etc., may be developed by the Board of Directors and approved by the general membership.
Membership. Membership in the Corporation shall be individual in nature.
Good standing. A general member shall be in good standing upon payment of individual dues and other membership standards, if any, as determined by the Board of Directors and approved by the general membership
7. Voting eligibility. On all issues in which members are entitled to vote at general membership meetings, each member in good standing shall be entitled to one vote.
Voting presence. Officers or committee members must be present, pursuant to Article 2.12, to exercise their vote on matters before their respective board(s) or committee(s). Members may vote by proxy or mailed ballot on matters presented by the Board of Directors to the general membership related to annual elections and changes to these Bylaws.
Consensus. At all meetings, the voting members will strive for consensus on all issues with a fall back to a simple majority vote.
Article 2 – Board of Directors
General Powers. The management, control and operation of the affairs and properties of this Corporation are vested in the Board of Directors of the Corporation, the “Board.”
Number and Term of Office. The Board of Directors shall consist of no more than nine (9) nor fewer than three (3) members. Each Board member shall serve a term of three (3) years, except that one-third of the initial Board members shall serve a one-year term, one-third shall serve a two-year term and one-third shall serve a three-year term, with the result that thereafter the terms of one-third of the Board of Directors shall expire each year. Board members may be reelected for no more than two consecutive terms, unless there are no other interested individuals. When vacancies on the Board of Directors occur by reason of death, resignation, failure of qualification, or otherwise, the number shall be reduced by such vacancies until qualified replacements are selected by the remaining Board members for unexpired terms, but in no event will the number of Board members be fewer than three.
Qualifications. A Board member shall be a member in good standing at the time of his or her nomination as a candidate to the Board of Directors.
Nomination. Candidates for Board of Directors positions shall be by nomination by the members at the membership meeting immediately preceding the annual membership meeting.
Election/Annual Membership Meeting. Each year, at the annual membership meeting, the general membership shall elect persons to the Board of Directors and conduct such other business as may be deemed appropriate.
Resignation, termination and absences. Resignation from the Board of Directors must be in writing and received by the Secretary. (A Board member shall be dropped for excess absences from the Board of Directors meetings in a year.) A Board member may be removed for other reasons by a three-fourths vote of the remaining Board members.
Annual Board of Directors Meeting. The annual meeting of the Board of Directors shall be held within three weeks following the annual membership meeting on such a day and at such place and hour as is fixed and determined by the Board of Directors. The purpose of the annual Board of Directors meeting is to seat newly elected directors and officers and for the transaction of such other business as may come before the meeting.
Regular and Special Meetings. Regular meetings of the Board of Directors shall be held monthly. Members will be notified of all Board of Directors meetings. All Board of Directors meetings will be open to the membership. The Board of Directors may, by consensus, adjourn to closed session, pursuant to §§19.85, Wis. Stats. Any closed session of the Board of Directors shall be included in the notice of the meeting and a reason given therefore. Special Board of Directors meetings may be called by the President or at least two Board members, at such time and place as the Board Members calling the meeting may specify and in accordance with the notice requirements of Article 8.
Meeting Location. All meetings shall take place in Jefferson County and at a time typically convenient for the expected attendees.
Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any Board of Directors meeting, provided that if less than a majority of the Board members are present, those Board members present may adjourn the meeting from time to time without further notice.
Manner of Acting. At all meetings, the voting membership will strive for consensus on all issues with a fall back to a simple majority vote. The act of a the majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these Bylaws.
Informal Action. In accordance with §§181.0821, Wis. Stats., any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by two-thirds of the Board members entitled to vote with respect to the subject matter thereof, provided that all Board members receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds of the Board members has the same effect as a two-thirds vote and may be stated as such in any document filed with the Department of Financial Institutions.
Compensation. Board members may be paid a modest meeting stipend and mileage for attending meetings, but will not be paid a salary in compensation for their services as Board members, provided that nothing herein contained will be construed to prohibit payment of compensation to an individual who serves as a Board member for services rendered to the Corporation in any other capacity.
Meetings by Electronic Means of Communication. Members of the Board of Directors or any other committee may conduct any regular or special meeting by use of any electronic means of communication, provided: 1) all participating Board members may simultaneously hear each other during the meeting, or 2) all communication during the meeting is immediately transmitted to each participating Board member and each participating Board member is able to immediately send messages to all other participating Board members. Before the commencement of any business at a meeting at which any Board member(s) do not participate in person, all participating Board members shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
Article 3 – Officers
Officers. The officers of the Corporation are the President, Vice President, Secretary and Treasurer. The Board of Directors may create such other offices, e.g. the office of Past President, as it deems desirable. No officer of the Corporation, except the president, need be a Board member.
Election and Term of Office. The officers of the Corporation will be elected by the members at its annual meeting for a term of one year. Officers may serve consecutive terms.
Vacancy. In the event of an officer vacancy, the Board of Directors shall fill the vacated office for the remainder of the unexpired term.
The president will preside at all meetings of the Board of Directors. The president will have the necessary authority and responsibility for the administration of the affairs of the Corporation, subject only to such Bylaws as may be adopted and such orders as may be issued by the Board of Directors. The president will advise and make recommendations to the Board of Directors relating to the operation and long-range planning of the Corporation.
The president may sign with the secretary, or other proper officer of the Corporation authorized by the Board of Directors, any deeds, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors.
Vice-president. The vice-president will have such duties as determined from time to time by the Board of Directors. The vice-president will discharge the duties of the president in the event of his or her absence or inability to act. The vice-president will assist the president in the performance of his or her duties as the president directs.
Secretary. The secretary will sign documents of the Corporation from time to time as required and will keep minutes of the meetings of the Board of Directors, and the membership, in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law, and be custodian of the corporate records. The secretary will sign all documents as required by the office and will perform such duties as may be assigned by the Board of Directors.
Treasurer. The treasurer will be responsible for the custody of the funds and securities of the Corporation that will come into the treasurer’s hand, and will advise the Board of Directors respecting its financial condition and the handling of its monies and investments and perform such additional duties as may be assigned by the Board of Directors.
Article 4 – Committees
1. Committees of the Board of Directors. The Board of Directors, by resolution adopted by the Board of Directors, may designate one or more committees. Each committee to consist of two or more Board members elected by the Board of Directors, which, to the extent provided in said resolution, will have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in management of the affairs of the Corporation, except action in respect to election of officers or the filling of vacancies in the Board of Directors or its committees. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority will not operate to relieve the Board of Directors, or any members thereof, of any responsibility imposed upon it or him or her by law.
2. Committees of the Corporation. Standing and ad-hoc committees, upon recommendation by the Board of Directors, may be created by approval of the members. Each committee shall include at least one member of the Board of Directors. Any member is eligible to serve on a standing committee. The members, through the Board of Directors, will refer issues and actions to standing committees. Recommendations of the standing committees will be referred to the Board of Directors for appropriate action.
Article 5 – Contracts, Checks, Deposits and Funds
Contracts. The Board of Directors may authorize any officer or officers, Corporation agent or agents, 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 confined to specific instances.
Checks, drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, will be signed by such officer or officers, Corporation agent or agents, and in such manner as is from time to time determined by resolution of the Board of Directors.
Deposits. All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may elect.
Gifts. The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Corporation.
Books and accounts. The Corporation will keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board of Directors, its committees and any other standing and ad-hoc committees. In addition, the Corporation will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
Article 6 – Indemnification
Definitions. The following definitions apply to this Article:
“Board Members or officer” means any of the following:
A natural person who is or was a Board Member or officer of a corporation and includes any natural person who is or was servings as an officer or a Board Member of this Corporation.
A natural person who is or was serving at this Corporation’s request as a Board member, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.
A natural person, who, while a Board member or officer or employee of this Corporation, is or was serving an employee benefit plan because of his or her duties to this Corporation also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
Unless the context requires otherwise, the estate or personal representative of a Board member or officer or employee.
“Expenses” include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
“Liability” includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and reasonable expenses.
“Party” means a natural person who was, is, or who is threatened to be made a named defendant or respondent in a proceeding.
“Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by, or in the right of, this Corporation, or by any other person.
Mandatory Indemnification. The Corporation shall indemnify a Board member or officer or employee, to the extent he or she has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the Board member or officer or employee was a party because he or she is a Corporation Board member or officer or employee.
In cases not included under Section 6.2, above, this Corporation shall indemnify a Board member or officer or employee against liability incurred by the Board member(s) or officer(s) or employee(s) in a proceeding to which the Board member or officer or employee was a party because he or she is a Board member or officer or employee of this Corporation, unless liability was incurred because the Board member(s) or officer(s) or employee(s) breached or failed to perform a duty he or she owes to this Corporation and the breach or failure to perform constitutes any of the following:
A willful failure to deal fairly with this Corporation in connection with a matter in which the Board member or officer or employee has a material conflict of interest.
A violation of criminal law, unless the Board member or officer or employee had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
A transaction from which the Board member or officer or employee derived an improper personal profit or benefit.
Determination of whether indemnification is required under this subsection will be made under Section 6.4 below.
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create presumption that indemnification of the Board member or officer or employee is not required under this subsection.
A Board member or officer or employee who seeks indemnification under this section shall make a written request to this Corporation.
Indemnification under this section is not required if the Board member or officer or employee has previously received indemnification or allowance for expenses from any person, including this Corporation, in connection with the same proceeding.
Procedure. The Board member or officer or employee requiring indemnification under Section 6.3 above will select one of the following means for determining his or her right to indemnification:
By majority vote of a quorum of the Board members consisting of Board members not at the time parties to the same or related proceedings. If a quorum of disinterested Board Members cannot be obtained, by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two (2) or more Board members not at the time parties to the same or related proceedings. Board members who are parties to the same or related proceedings may participate in the designation of members of the committee.
By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manner prescribed in Section 6.4.1 or, if unable to obtain such a quorum or committee, by a majority vote of the full Board of Directors, including Board members who are parties to the same or related proceedings.
By a panel of three (3) arbitrators consisting of one arbitrator selected by those Board members entitled under Section 6.4.2 to select independent legal counsel, one arbitrator selected by the Board member or officer or employee seeking indemnification, and one arbitrator selected by the membership.
Expenses. Upon written request by a Board member or officer or employee who is a party to a proceeding, this Corporation, in its discretion, may pay or reimburse his or her reasonable expenses as incurred if the Board member or officer or employee provides this Corporation with all of the following:
A written affirmation of good faith belief he or she has not breached or failed to perform his or her duties to the Corporation.
A written undertaking, executed personally, or by agent, to repay the allowance and, if required by this Corporation, to pay reasonable interest on the allowance to the extent that it is ultimately determined under Section 6.4 that indemnification under Section 6.2 is not required. The undertaking under this Section 6.5.2 will be an unlimited general obligation of the Board member or officer or employee and may be accepted without reference to ability to repay the allowance. The undertaking may be secured or unsecured.
Insurance. This Corporation may purchase an insurance policy to fund all or any portion of its indemnity obligation under this Article 6.
Contract. The foregoing indemnification provisions of this Article 6 constitute a contract between the Corporation and its respective Board members, officers and other persons described above and for whose benefit indemnification is provided under this Article 6.
Article 7 – Fiscal Year
The fiscal year of this Corporation is the calendar year.
Article 8 – Seal
The Corporation has no seal.
Article 9 – Notice and Waiver of Notice
Notice. Special meetings must be preceded by at least forty-eight (48) hours notice to each Board member, or seventy-two (72) hours notice if notice is given by mail or private carrier. Notice need not be given for regular meetings of the Board of Directors, except a regular meeting at which the amendment or repeal of the Bylaws, the adoption of new Bylaws or the removal of a Board member is to be considered, in which case seven (7) days advance written notice is required. Written notice shall be deemed given at the earlier of the time it is received or at a time it is deposited with postage prepaid in the United State mail or delivered to the private carrier.
Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Nonstock Corporation Law of the State of Wisconsin or under the provisions of the Articles of Incorporation or the Bylaws of this 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 10 – Offices
The Corporation shall have and continuously maintain in this State, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board of Directors may from time to time determine.
Article 11 – Amendments
These Bylaws may be amended or repealed and new Bylaws may be adopted upon recommendation by the Board of Directors and by a two-thirds vote of the active members at a regular meeting of the active members provided that notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered.
Article 12 – Dissolution
Sustain Jefferson may be dissolved by a three-fourths vote of corporate members. In the event Sustain Jefferson is dissolved, all remaining assets, after all liabilities have been satisfied, shall be distributed to either institutions of higher education to educate and train students in sustainable practices or they shall be distributed to one or more similar organizations in Wisconsin, who shall use such assets exclusively for education and promotion of sustainable practices.
If for any reason, the assets of the Corporation are not disposed of in a timely manner, the assets shall be disposed of by the circuit court of the county in which the Corporation’s main office was located immediately prior to its dissolution. The circuit court shall distribute the assets to any organization that qualifies under and shall use the assets for any purposed within the meaning of Section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Article 13 - Severability
If any section or subsection of these Bylaws is found or determined to be unlawful such finding shall not affect the other sections or subsections thereby.
Revised per membership vote 11/2013