NORTHWEST
WISCONSIN WATERS CONSORTIUM
BYLAWS
ARTICLE I – GENERAL
SECTION 1: NAME
The name of the association shall be
the Northwest Wisconsin Waters Consortium.
SECTION 2:
PURPOSE
The purpose of the Consortium is to promote the environmental
protection of regional surface waters and their attendant wetlands, shore lands
and wildlife resources through education, information sharing, research and
political initiatives. This is to be a
collaborative effort among county-wide water resource organizations in
northwest
ARTICLE II – MEMBERSHIP
SECTION 1:
MEMBERS
Any northwest
ARTICLE III – VOTING
SECTION 1:
VOTING PROCESS
Each county-wide member of the Consortium is entitled to one vote
cast by its designee or alternate on any question before the Consortium at any
Annual Meeting or Board of Directors meeting.
Votes may be cast in person or electronically.
ARTICLE IV – OFFICERS AND DIRECTORS
SECTION 1:
SELECTION
A.
Each
member shall designate one individual and one alternate to serve on the Board
of Directors.
B.
WAL
will be invited to designate one non-voting liaison to serve on the Board.
C. One Director shall
be elected to fill each of the following offices: President, Vice-President,
Secretary and Treasurer. The offices of
Secretary and Treasurer may be
combined at the discretion of the Board.
SECTION 2: TERM
OF OFFICE
Officers shall serve terms of two years (terms being staggered) and may be re-elected to consecutive
terms. Elections shall be held at the Annual Meetings.
SECTION 3:
VACANCIES
In the event any Officer cannot complete a term of office, such
office shall be filled by appointment of the Board of Directors on an interim
basis until the next Annual Meeting.
Removal from office requires a vote of two thirds (2/3rd) of
the membership at an Annual Meeting or by two thirds (2/3rd) of the
Directors at a Board of Directors Meeting.
SECTION 4:
DUTIES
A.
PRESIDENT: The President shall preside
at Annual Meetings and Board of Director Meetings. The President or his designee shall be the
official spokesperson for the Consortium.
B. VICE-PRESIDENT: The Vice-President shall, in the absence of
the President, fulfill the duties of the President. Further, the Vice-President shall fulfill
other duties as designated by the President or the Board of Directors.
C. SECRETARY:
The Secretary shall prepare and maintain minutes of all meetings of the
Consortium and shall manage all routine correspondence, records and membership
lists.
D.
TREASURER: The Treasurer shall
maintain any financial records pertaining to income and expenditures and shall
give a yearly financial report at the Annual Meeting of the Consortium. All financial records shall be audited
annually by an Audit Committee.
E. BOARD OF
DIRECTORS: The Board of Directors, providing a quorum is present, may make
decisions and take actions on behalf of the Consortium.
SECTION 5:
COMPENSATION
No Board member shall be paid a wage for time or effort expended;
however, the Board of Directors may authorize persons to be paid actual and
necessary expenses incurred while on Consortium business.
ARTICLE V – MEETINGS
SECTION 1: TYPES
OF MEETINGS
A. ANNUAL MEETING: The
Consortium shall, at a minimum, meet in person once a year at a time and place
arranged by the Board of Directors. The
agenda, date, time and location of each meeting shall be announced at least ten
(10) days prior to each meeting. The
agenda of the Annual Meeting shall include the election of officers, any
proposed amendments to these bylaws, discussion of projects, approval of minutes
and the Treasurer’s report, adoption of a budget and member concerns. The Annual Meeting shall be an open meeting
at which any person may speak.
B. BOARD OF DIRECTORS
MEETING: The Board of Directors shall meet as needed at times and places
arranged by the President. Board of Directors Meetings may be conducted in
person or electronically.
SECTION 2:
QUORUMS AND DECISION MAKING
A. ANNUAL MEETING: A minimum of three-fourths (3/4) of
Consortium members, with current dues paid, must be present in person or by
proxy to constitute a quorum. Without a
quorum no formal business may be conducted; however, a program may be
presented, and members may engage in discussion of matters of interest to the
Consortium. Votes by at least two-thirds
(2/3) of all members are required to approve a motion.
B. BOARD OF DIRECTORS
MEETING: A minimum of three-fourths
(3/4) of all Directors must participate to constitute a quorum. Votes by at least two-thirds (2/3) of all
Directors are required to approve a motion.
ARTICLE VI – COMMITTEES
SECTION 1:
STANDING COMMITTEES
A. AUDIT
COMMITTEE: The Audit Committee shall consist of at least three persons,
appointed by the President and confirmed by the Board of Directors, and shall
audit the Consortium financial records annually.
B.
NOMINATIONS COMMITTEE: The Nominations Committee shall consist of at least
three persons, appointed by the President and confirmed by the Board of
Directors, and shall present a slate of candidates for election as officers at
the Annual Meeting of the Consortium. Such
slate shall not preclude nominations from the floor.
SECTION 2: AD
HOC COMMITTEES
The President may appoint ad hoc committees as deemed necessary
by the Board of Directors to support the efforts of the Consortium.
ARTICLE VII – DUES
SECTION 1: Annual
membership dues for a county-wide water resource organization shall be
$20.00. The fiscal year is from Jan. 1
through Dec. 31.
ARTICLE VIII – AMENDMENTS
SECTION 1: These bylaws may only be
amended at an Annual Meeting of the Consortium where a quorum is present. All members must be notified of the proposed
action at least thirty (30) days prior to the meeting.
ARTICLE IX – PARLIAMENTARY
AUTHORITY
SECTION 1:
Robert’s Rules of Order shall be the Consortium’s authority on questions of
procedure except when in conflict with Wisconsin Statutes or these bylaws. Non-members and guests may be recognized to
speak at Consortium meetings at the discretion of the presiding officer who
shall also serve as parliamentarian.
ARTICLE X – INDEMNIFICATION
SECTION 1: As
provided by
ARTICLE XI – DISSOLUTION
SECTION 1: The
Consortium may be dissolved by unanimous vote of members at an open meeting
upon request for a vote by the Board of Directors. Written notification at least thirty (30)
days prior to such open meeting shall be required. After payment of all liabilities, any
remaining assets of the Consortium shall be distributed to appropriate
501(c)(3) qualified organizations approved by the Board of Directors.
These bylaws are adopted by the Northwest Wisconsin Waters
Consortium on the 19 day of June, 2008.
