- ANNUAL
MEETING: There shall be an annual meeting of
the Association, to be held each year in the month of
October, at which the Board of Directors shall be elected
and other business may be transacted.
- REGULAR
MEETINGS: The Association at the annual meeting
may set a schedule of regular meetings for the year.
- SPECIAL
MEETINGS: The Board of Directors may set
special meetings of the Association.
- NOTICE:
The Secretary of the Board of Directors shall notify all
members of the time and place of all meetings in a manner
reasonably timely as to allow members to be present.
Notices of all meetings shall specify the purpose of the
meeting.
- QUORUM:
A quorum composed of representatives from a majority of the
tribes with regular membership in the Association shall be
required to take action at a meeting.
- MANNER OF
TAKING ACTION: Any regular member may offer a
motion which must be seconded by a regular member from a
tribe other than that of the member making the motion.
The regular members from each tribe shall collectively
possess one vote on each motion. A majority vote shall
carry the motion.
ARTICLE V
BOARD OF DIRECTORS
-
COMPOSITION: The Board shall
be composed of four Directors: A President,
Vice-President, Secretary/Treasurer, and one person who
shall be known as a member of the Board. Each Director
must at all times be a regular member of the Association.
The President and Vice-President shall be from different
reservations.
-
ELECTION
AND TENURE: Each Director
shall be elected by the regular membership of the
Association in the following manner:
a. Notice of the election will be sent out to the
membership at least two weeks prior to the elections.
b. Nominations must be made orally or in writing by
any regular member of the Association.
c. Nominations for President will be taken and a vote
by secret ballot shall be taken.
d. Nominations for Vice-President will be taken and a
vote for secret ballot shall be taken.
e. Nominations for Secretary/Treasurer will be taken
and a vote by secret ballot shall be taken.
f. Nominations for the Director position will be
taken and a vote by secret ballot shall be taken.
g. The nominee for each office receiving the highest
number of votes shall be elected. In the event of a
tie, a revote shall be held.
Directors shall hold office for two years, but if the annual
meeting at which their successors shall be determined is
beyond the end of their terms, they shall remain in the
office until such time as the annual meeting is held.
-
MEETINGS OF
THE BOARD: The Board shall meet in person or
by telephone conference as often as needed to conduct its
business. Each Director shall have one vote on motions
before the Board, and majority vote shall carry a motion,
provided that three votes are necessary to take action
regardless of the number of Directors present at a meeting
of the Board. A quorum of the Board consists of three
Directors.
-
POWERS OF
THE BOARD: The Board
shall have the supervision, control, management and
direction of the affairs of the Association; shall execute
the policies and decisions of the membership of the Board:
shall actively pursue the Association's objectives:
and shall have the discretion in the disbursements of all
funds coming to the Association. It may appoint
committees or agents to carry on the work of the Association
under its direction.
-
ROLE OF THE
PRESIDENT: The President shall preside at
meetings of the Board and of the Association. He or
shall shall make reports and recommendations to the
Association of plans and projects which may further the
goals of the Association. He may sign, with the
Secretary/Treasurer or any other proper officers of the
corporation authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these
By-laws or by statute to some other officer or agent of the
corporation; and in general he shall perform all duties
incident to the office of President and such other duties as
my be prescribed by the Board of Directors from
time-to-time.
-
ROLE OF THE
VICE-PRESIDENT: When the President is absent,
the Vice-President shall preside at meetings of the Board
and of the Association and such other duties as my be
prescribed by the Board from time-to-time.
-
ROLE OF THE
SECRETARY/TREASURER: The Secretary/Treasurer
shall manage the day-to-day business of the Board and
Association, keep minutes of all meetings, and provide
notices of meetings of the Association and Board.
He/She shall have charge and custody of and be responsible
for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation
from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies
or other depositaries as shall be elected in accordance with
the provisions of Article VII of these By-laws; and such
other duties as from time-to-time may be assigned by the
Board of Directors.
-
REMOVAL AND
VACANCY: Any Director may be removed from the
Board for good cause show, by a majority vote of members of
the Association at a meeting of the Association. Any
Director who during his or her term of office ceases to
remain qualified as a regular member shall automatically be
deemed to have vacated the Directorship. In the event
of a vacancy, the position shall be filled for the remained
of the term by appointment of the Board of Directors.
-
COMPENSATION: Directors as such shall not
receive any stated salaries for their services but by
resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board;
but nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other
capacity and receiving compensation therefore.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
-
CONTRACTS:
The Board of Directors may authorize any officer or
officers, agent or agents of the corporation, in addition,
to the officers so authorized by these By-Laws, 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, shall be signed by
such officer or officers, agent or agents of the corporation
and in such manner as shall from time-to-time be determined
by resolution of the Board of Directors. In the
absence of such determination by the Board of Directors,
such instruments shall be signed by the Treasurer or an
assistant Treasurer and countersigned by the President or a
Vice-President of the corporation.
-
DEPOSITS: All
funds of the corporation shall 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 select.
-
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 purpose of the
organization.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall
begin on the first day of October and end on the last day of the
following September.
ARTICLE VIII
BOOKS AND RECORDS
The corporation shall keep correct and
complete books and records of account and shall also keep the
minutes of any proceedings of its members, Board of Directors
and committees thereof having any of the authority of the Board
of Directors. All books and records shall be kept at the
principal office of the corporation or at the office of the
Secretary and may be inspected by any member, or his agent or
attorney, for any proper purposes at any reasonable time.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given
under the provisions of Wisconsin law or under the provisions of
the Articles of Incorporation or the By-laws of the 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 X
INFORMAL ACTION BY BOARD OF DIRECTORS
Any action required by the Articles of
Incorporation or By-laws of the corporation or any provision of
law to be taken at a meeting of any action which may be taken at
a meeting, may be taken without a meeting if a consent in
writing setting forth the action is taken shall be signed by all
the members, Directors, or members of a committee thereof
entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous
vote.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to
be given under the provision of the Wisconsin Non-Stock
Corporation Law or under the provisions of the Articles of
Incorporation or the By-laws of the corporation, a waiver
thereof in writing signed at any time 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. Such waiver by a member, in respect to any matter
of which notice is required, shall contain the same information
as would have been required to be included in such notice,
expect that time and place of the meeting need not be stated.
ARTICLE XII
The corporation shall indemnify the duly
authorized officers and Board of Directors for actions taken by
them in good faith and within the scope of their authority.
ARTICLE XIII
APPROVAL OF BY-LAWS
These initial By-laws shall be effective upon
a majority vote of the Board of Directors.
ARTICLE XIV
AMENDMENT
These by-laws may be amended by a majority
vote of the membership of the Association, as provided in
Article IV, Section 6, provided that any proposed amendment by
presented in writing at least 30 days in advance of the meeting
at which it is voted. upon.
|