Bylaws of WI Association of Mediators
WISCONSIN ASSOCIATION OF MEDIATORS
ARTICLE I. NAME AND LOCATION.
Section 1. Name.
The name of this Corporation is the Wisconsin Association of Mediators.
Section 2. Location.
The principal office of the corporation shall be in Madison, Wisconsin.
ARTICLE II. MEETINGS OF MEMBERS AND MEMBERSHIP PROVISIONS.
Section 1. Place of Meeting.
All meetings of the members of this corporation shall be held at such place within or without the state of incorporation as may be designated by the Board of Directors.
Section 2. Annual Meeting.
The annual meeting of the members of this corporation shall be held each year on a date selected by the Board of Directors.
Section 3. Special Meetings.
Special meetings of the members may be called at any time by the President or the Board of Directors. It shall be the duty of the President to call special meetings of the members whenever requested in writing to do so by members entitled to vote one-fourth of the total membership votes.
Section 4. Notice of Members' Meetings.
Written notice stating the place, day, and hour of the meeting and in case of a special meeting, the purpose of purposes for which the meeting is being called, shall be mailed or e-mailed to each member not less than ten nor more than fifty days before the date of the meeting.
Section 5. Quorum and Transaction of Business.
Members holding one-tenth of the votes entitled to be cast, present in person or by proxy, shall be necessary to constitute a quorum at meetings of the members. Unless otherwise provided by law, when a quorum is present at the meeting, a majority of the votes represented shall decide any question brought before such meetings. In the absence of a quorum, those present may adjourn the meeting from time to time without notice other than by announcement at the meeting until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 6. Types of Membership.
There shall be four types of memberships: individual, student, volunteer, and institutional. Students must be enrolled full-time to be eligible for a student membership. Volunteer members must not make any income from mediation. Individual, student, and volunteer members shall be entitled to one vote on all matters submitted to the vote of the members. Institutional membership allows the holder of the membership to send up to three representatives to any membership meeting, and each representative shall be entitled to one vote.
Section 7. Determination of Members.
At the last meeting each year of the Board of Directors, the Board shall establish, in their discretion, annual dues for membership in the corporation for the next fiscal calendar year. Any member who is delinquent more than 90 days in the payment of such dues will be deemed to have voluntarily withdrawn as a member and shall have no further rights as a member.
Section 8. Special Assessments.
No special assessments may be levied unless a motion therefore is proposed in written form. If seconded, it shall lay over until the next regular membership meeting following that in which it was introduced, and shall then require approval by the vote of at least two-thirds of the votes represented at the meeting.
ARTICLE III. BOARD OF DIRECTORS.
Section I. General Powers.
The affairs of the corporation shall be under the care of and be managed by the Board of Directors and the Board of Directors shall have all other powers conferred by law, including the power to establish reserves. Each Board member will sign the “Board Member Expectation Form” before becoming an official member of the Board.
Section 2. Meetings.
The annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of the members and regular meetings shall be held at such other times as the Board of Directors may agree. Meetings of the Board may be in person or by teleconference. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of a teleconference or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting in this manner shall constitute presence in person at such meetings. Board members may vote orally and the Board may take action by such consent. All Board members are required to attend a majority of the Board meetings for each calendar year. Any Board member who does not attend the majority of these meetings will be deemed to have voluntarily withdrawn as a Board member and shall have no further rights as a Board member.
Section 3. Special Meetings
Special meetings of the Board of Directors shall be held whenever called by the President, or upon written request of any two directors; and it shall be the duty of the President to give notice of such meeting. Notice of special meetings, stating the time and place thereof, shall be given by mailing or e-mailing the same to each director at his or her residence or business address at least three business days before the meeting.
Section 4. Meetings by Consent.
Meetings of the Board of Directors may be held at any time or place where all the directors are present and consent to the holding of such meetings.
Section 5. Order of Business.
The order of business at any regular or special meeting of the Board of Directors shall be:
1. Reading and approving of the minutes of the preceding meeting
2. Reports of officers
3. Reports of committees
4. Unfinished business
5. New business
Section 6. Quorum.
A quorum at any meeting of the Board of Directors shall consist of a majority of the directors then serving. A majority of such quorum shall decide any questions that may come before the meeting.
Section 7. Number and Vacancies.
The number of directors shall be eight, which number may be changed by the directors by the amendment of these By-Laws or by the members by the amendment of these By-Laws. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office. In case the entire Board of Directors should die or resign, then any member may call a special meeting in the same manner that the President may call a special meeting, and new directors may be elected at such special meeting in the same manner provided for in the election of directors at the annual meeting.
Section 8. Term of Office.
The directors shall be chosen from the membership by the members at the annual meeting of the members and shall hold office for two years and until their respective successors are chosen. Any director may, at his or her discretion, stand for re-election at the conclusion of his or her term. The terms of all out-going directors shall end, and the terms of their elected successors shall commence, on the January 1 of the year following the election. Terms shall be staggered, so that four directors are standing for election at each annual meeting. Any deviation from this staggering shall be approved by the majority of board members at a regular board meeting. The term of any director elected by the membership shall be automatically extended when they are chosen as President-Elect under Article IV, Section 2 of these By-Laws and will remain on the Board of Directors until such time as their term as Past-President has expired, at which time they will need to seek re-election under this Section to remain on the Board.
Section 9. Nomination.
Nomination for the office of director can be made by any member of the association by notification of the nomination to the President. The nomination can be for another member, if that other member has agreed to accept the nomination, or a member can nominate herself or himself. The nomination shall include a statement, prepared by the candidate, describing his or her background and experience and why the candidate is interested in serving on the board. The nomination shall be made to the President at least twenty days prior to the date set for the annual meeting as set forth in Article II. The President shall announce all candidates at the same time, by regular mail or email to each member, and at least ten days prior to the annual meeting date. The announcement shall include the statements prepared by each candidate. If the number of nominations made in conformity with this provision is less than the number of vacancies, nominations can be made from the floor at the annual meeting. If nominations from the floor do not result in a sufficient number of nominations to fill all vacancies, any vacancies may be filled by the board until the next succeeding annual election as provided in Article III, Section 7.
Section 10. Resignation.
Any Director may resign his office at any time, such resignation is to be made in writing, and it shall take effect from the time of its delivery to the Board President unless some other time be stated in the resignation.
Section 11. Voting.
At the annual meeting, voting for directors shall be done by a voice vote of the membership in attendance, except that if the number of candidates exceeds the number of vacancies, voting shall be done by written or printed ballots. In addition, any member who cannot attend the annual meeting may request an absentee ballot from the President within fifteen days after the President sets the date of the annual meeting. The form of the ballot shall be determined by the President. The ballot shall be returned to the President at least five days prior to the annual meeting. The ballot may be sent by regular mail or by email.
Section 12. Compensation.
The Directors and Officers shall not be paid compensation for services rendered as a Director or Officer. Directors and Officers shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance and any other out of pocket expenses may be allowed if the circumstances warrant such payment or reimbursement. Nothing contained herein shall be construed to preclude any Director or Officer from serving the Corporation in any other capacity and receiving reasonable compensation therefore.
ARTICLE IV. OFFICERS.
Section 1. Officers.
The Officers of the Corporation shall be a President, a President-Elect or a Past-President per Article IV, Section 2, a Secretary, a Treasurer and such other Officers as the Board may deem necessary, all each of whom shall be members of the Board of Directors.
Section 2. Election and Term of Office.
The Officers of the Corporation shall be chosen annually by the Board of Directors at its annual meeting, except for the Office of President, which shall be chosen biannually. The person chosen as President shall serve as President-Elect for one year before taking over his or her two-year term as President and serve one year as Past-President. The organization shall have either the President-Elect or the Past-President, but not both, serving at any time. The Past-President shall be in office only during the first year of the subsequent President’s term and the President-Elect shall be in office only during the second year of the preceding President’s term.
Section 3. Removal and Vacancies.
Any Officer elected or appointed by the Board of Directors may be removed by the majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors as soon as possible following the date of the vacancy.
Section 4. Duties.
The principal duties of the general officers respectively are as follows unless otherwise provided by the Board of Directors:
The President shall be the chief officer of the corporation, and as such shall be generally responsible for the supervision, direction and active management of the affairs of the corporation; shall preside at all meetings of the corporation; make interim appointments of committee chairs, (which shall be subject to board approval at the next regularly scheduled meeting); to oversee all committees and appoint officer(s) to each committee; to be the lead on Press Releases; and shall perform such additional duties as are prescribed from time to time by the Board of Directors.
The President-Elect and/or Past-President shall discharge the duties of the President in the event of absence or disability for any cause whatever, and shall perform such additional duties as may be prescribed from time to time by the Board of Directors. These officers shall be appointed to a committee to oversee or be a member of that committee.
The Secretary shall keep minutes of all the member and director meetings, and shall perform such additional duties as may be prescribed from time to time by the Board of Directors.
The Treasurer shall keep and account for all moneys, credits and property of the corporation which shall comes to the Treasurer’s knowledge, insure that there is an accurate account of all money received and disbursed, and shall perform such additional duties as may be prescribed from time to time by the Board of Directors. This officer shall be appointed to a committee to oversee or be a member of.
Section 10. Other Employees.
The Board of Directors may engage the services of such other employees as may from time to time be necessary or advisable for the objects and purposes of the Corporation. The compensation for such employees shall be approved by the majority of board members at a regularly scheduled board meeting. The President will be the main contact for Other Employees.
ARTICLE V. COMMITTEES, CHAIRS, AND EDITORS.
Section 1. Committees. The Board of Directors, by resolution, may create such standing committees as are deemed necessary and proper to carry out the objects and purposes of the corporation. In addition the Directors may designate and appoint one or more committees, each of which shall consist of two or more individuals, which committees shall have and exercise the authority of the Board of Directors for the purpose for which such committee is formed, except that no such committee shall have any of the authorities or powers of the Board of Directors. The designation and appointment of any such committee and delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, or any responsibility imposed upon such Director by law.
Section 2. Committee Members and Chairs.
Committee members may be chosen by the Board of Directors or the Board may authorize the President or Committee Chair to choose the members of a particular committee. The Board shall approve the chairs of all committees. Every chair of a committee must attend a minimum of one Board meeting per year.
Section 3. Term of Office and Vacancies.
Each member of a committee, advisory board or commission shall continue as such until the next annual meeting of the members of the Corporation or until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed by the Board of Directors. Vacancies in the membership or any committee, advisory board or commission shall be filled by appointments made in the same manner as provided in the case of the original appointments. All committee chairs shall be limited to two, three year consecutive terms. After a two year period, they may run a committee chair again.
Section 4. Newsletter
The Board of Directors shall approve the editor(s) of the WAM Newsletter.
ARTICLE VI. CONTRACTS AND FUNDS.
Section 1. Contracts.
The Board of Directors may authorize any Officer or agent of the Corporation 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. However, the President and and/or Treasurer shall sign all and any contracts for employment including payment for services rendered.
Section 2. Checks or other orders for payment.
All checks, drafts or orders for the payment of money issued in the name of the Corporation, shall be signed by such Officer or agent of the Corporation and in such a manner as shall from time to time be determined by the Board of Directors
Section 3. Deposits.
All funds of the Corporation not otherwise employed 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 devise for the general purpose or for any special purpose of the Corporation.
ARTICLE VII. 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 Board of Directors. All books and records of the Corporation may be inspected by any Director, agent or attorney, for any proper purpose at any reasonable time.
ARTICLE VIII. FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE IX. INDEMNIFICATION.
The Corporation shall, to the fullest extent permitted or required by Sections 181 of the Wisconsin Statutes indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director or Officer is a Party because he or she is a Director of Officer of the Corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which a Director or Officer may be entitled under any written agreement, board resolution, the Statute or otherwise. The Corporation may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses under this Article by purchasing insurance on behalf of any one or more of such Directors or Officers, whether or not the Corporation would be obligated to indemnify under this Article. All Expenses incurred in the determination process provided by the Statute by either the Corporation or the Director or Officer, including, without limitation, all Expenses of the entity selected by the Director or Officer to determine his or her right to indemnification, shall be paid by the Corporation.
ARTICLE X. RESTRICTIVE ACTIVITIES AND DISSOLUTION.
Section 1. Restrictive Activities
No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and empowered to make payments and distributions in furtherance of the purposes set forth in Article One of the Articles of Incorporation. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in, (including the publishing or distribution of statements,) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws or the Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, (or the corresponding provision of any future United States Internal Revenue Law); or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954, (or the corresponding provision of any future United States Internal Revenue Law).
Section 2. Dissolution.
Under the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, (or the corresponding provision of any future Internal Revenue Law), as the Board of Directors shall determine. Any of the assets not so disposed of shall be disposed of by the Circuit Court of Dane County, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 3. Amendment of this Article.
Notwithstanding any provision to the contrary contained in Chapter 181 of the Wisconsin Statutes, the Articles of Incorporation or these By-Laws, this Article X shall be amended only upon affirmative vote of the holders of at least two-thirds of the total membership votes existing at the time of the proposed amendment.
ARTICLE XI. AMENDMENTS
Section 1. Board of Directors.
The Board of Directors may from time to time by vote of a majority of the Board, adopt, amend or repeal any and all of the By-Laws of this corporation, except that the Directors shall have no power to amend Article X of these By-Laws.
Section 2. Members.
The members may from time to time, by a vote of a majority of the votes represented at the meeting at which a proposed amendment is acted upon, adopt, amend or repeal any and all of the By-Laws of this corporation, except that Article X shall be amended as provided in Article X, section
3.WAM OFFICERS DUTIES
Prepare an agenda and Chair Board meetings
Represent WAM to the public or designate someone to do so
Nominate committee chairs and act as ex-officio member of each committee Oversee officers, committees and administrative support.
PAST PRESIDENT: 18T YEAR TERM:
Pass along organization history, present workings to the new President Help the new president with transition duties
Oversee or join a committee
VICE PRESIDENT/PRESIDENT ELECT:
Prepare for Presidency; automatically ascends Presidency Learn history and present workings of WAM
Assist with strategic planning committee
Provide continuity whenever the President is unavailable for a board meeting or special event.
Provide assistance to the President and other board members when requested
Oversee or join a committee
Take minutes of Board meetings and distribute to the Board members within two (2) weeks of the meeting. Handle correspondence as needed
Distribute By-laws, Board member lists, Budget and Minutes of the previous Board meetings; and
ten (10) brochures and applications to new Board members
Oversee or join a committee
Collect-anticipated project expenses from committees
Prepare an annual Budget before the fiscal year begins
Report finances at each Board meeting
Oversee that the Budget is followed by the contracted administrative support
Oversee or join a committee
Attend Board meetings and serve on committees and projects as needed
Prepare agenda and preside over committee meetings Oversee activities of the committee
Provide committee reports to WAM Board and Membership