ARTICLE I. Name and Address
The name of this corporation shall be THE SOUTHWEST WISCONSIN RAINBOW ALLIANCE. The Board of Directors (hereinafter referred to collectively as “the Board” and individually as “Director(s)”) may designate other names for specific activities and programs as it deems appropriate. The principal office shall be located at 110 Market Street, Platteville, WI 53818.
ARTICLE II. Objectives
This organization has obtained 501(c)(3) not-for-profit status. Hereinafter, the organization will be referred to as the “Corporation”. The purpose of this Corporation shall be to advance equity, justice, and quality of life through support and advocacy for the LGBTQIA+ community across southwest Wisconsin.
ARTICLE III. Membership
The Corporation shall have no members.
ARTICLE IV. Board of Directors
A. Composition of the Board of Directors. The number of Directors shall be at least 7 and no more than 12. Directors shall be 18 years of age or older. Directors shall be sought who reflect the qualifications and diversity of the community the organization serves as determined by policies that the Board may from time to time adopt.
B. Election. Candidates for membership shall be selected from among those nominated by the Nominating Committee, which shall consist of three persons appointed by the Board of Directors. A majority of Directors present may also nominate candidates for positions on the Board of Directors. Directors shall be elected by a majority vote of a quorum.
C. Terms. Each director shall serve for a term of three years, or until a successor is selected. Initially, one-third of the directors shall serve three year terms; one-third shall serve two year terms and one-third shall serve one year terms. Terms shall be established so that one-third of the directors may be elected each year.
D. Removal. A director who has missed three or more consecutive meetings may be removed by a majority vote of the directors then sitting. A director may be removed for any reason by a vote of two-thirds of the directors then sitting.
E. Vacancies. Vacancies may be filled at any time by a majority vote of directors then sitting. A director elected to fill the vacancy shall be elected to fill the unexpired term of their predecessor.
F. General Powers. The Board of Directors shall constitute the governing body of the corporation. The board shall manage the business and affairs of the corporation. It shall have all powers necessary to carry out the objectives of the corporation as set forth in Article 2. The board may accept, on behalf of the corporation, any contribution, bequest, or devise. The board shall have the authority to hire and dismiss any staff, including a director, as necessary, in order to carry out the objectives of the corporation.
G. Meetings. Meetings of the Board of Directors shall be held at least quarterly each year, at a reasonable time and place designated by the Chair. The Chair may designate additional meeting dates. One-third of the board members then sitting may, by written request, schedule special meetings.
H. Annual Meeting. A meeting during the fourth quarter of the year shall be designated as the “Annual Meeting,” at which new directors are elected and other formal annual business conducted.
I. Notice of Meetings. Directors shall receive ten (10) days notice of regularly scheduled meetings. Directors shall be receive three (3) days of notice for special meetings. This notice may be given in writing, in person, by telephone, or by any other reasonable method.
J. Waiver of Notice of Meeting. A director may, in writing, waive notice of any meeting of the Board of Directors either before or after the meeting, and such waiver shall be deemed the equivalent of giving notice. Attendance of a director at a meeting shall constitute waiver of notice of that meeting, unless attendance is for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.
K. Adjournment. A meeting of the board of directors may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
L. Informal Action. If all the directors severally or collectively consent in writing to any action taken or to be taken by the corporation, the action shall be as valid as though it had been authorized at a meeting of the board.
M. Attendance by Teleconference. If a director is not reasonably able to attend a meeting, a majority of the directors present may authorize participation by telephone, skype, google chat etc, so long as the absent director can hear, or be advised of the discussion of business, and other directors can hear, or be advised of the absent director’s votes or comments. A director participating by telephone may count toward a quorum.
N. Resignations. Any director may resign at any time by giving notice of resignation to any officer of the board.
O. Quorum. A quorum shall be a majority of the directors then sitting.
P. Voting. Official business of the Board may be conducted upon a majority vote of the Directors present at a properly noticed meeting at which a quorum is present.
Q. Proxy Voting. There shall be no proxy voting. Upon a vote of two-third members then sitting, the board may allow proxy voting on a specific resolution, provided that a copy of the resolution shall be distributed to members at least 30 days prior to the meeting at which proxy voting on the resolution is proposed.
R. Committees. The standing committees of the corporation shall be: 1) The Executive Committee and 2) The Finance and Fundraising/Development committee. Additionally, the Board of Directors may appoint any committee it deems necessary to help fulfill its functions and may grant those committees any authority it deems necessary to fulfill the Corporation’s mission except those duties specifically reserved to the Board by virtue of these by-laws or by the laws of the State of Wisconsin.
S. Compensation of Board Members. No director shall receive any salary or compensation for their services as director. No director shall receive any service or benefit not provided to the general public. Directors may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the corporation. Directors shall be entitled to receive reasonable fees for goods or services rendered to the corporation in capacities other than as directors of the board and subject to the limitations of the conflicts of interest rules herein described.
ARTICLE V. Officers
A. Officers. The Board of Directors shall have a chair, a vice-chair, a secretary, and a treasurer. Any person may hold two or more offices except that the chair shall not also be vice-chair, secretary or treasurer.
B. Duties of Officers.
1. The chair shall preside at all meetings of the board and executive committee. The chair shall appoint committee members to standing and ad hoc committees. The chair shall perform whatever duties the board of directors may from time to time assign.
2. The vice-chair shall carry out the duties of the chair when the chair is absent or incapacitated; shall have the same power and duties as the chair when acting in that capacity; and shall perform whatever duties the board may from time to time assign.
3. The secretary shall have charge of such books, documents and papers as the board of directors may determine; shall keep, or cause to be kept, a true and complete record of the meetings of the board of directors; shall give, or cause to be given, notice of all meetings of the directors; shall keep, or cause to be kept, a record containing the names, alphabetically arranged, of all persons who are directors of the corporation, showing their places of residence, the names of persons entitled to participate in corporate affairs. The secretary shall insure that an up to date copy of the by laws is available for inspection. Such books shall be open for inspection as provided by law. The secretary shall, in general, perform all the duties incident to the office of secretary subject to the control of the board of directors and shall perform other duties as may be prescribed by the board of directors.
4. The treasurer shall have custody of all corporate funds, property and securities subject to such regulations as may be imposed by the board of directors. The treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all corporate funds and other valuable effects in the name of and to the credit of the corporation in a depository or depositories designated by the board of directors. Corporate funds may be deposited only in banks or institutions which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. The treasurer shall give to the president or board, whenever they require it, an account of transactions as treasurer and of the financial condition of the corporation and shall, in general, perform all duties incident to the office of treasurer, subject to the control of the board of directors.
C. Executive Committee. The Executive Committee shall be composed of the officers of the board of directors and other directors as a majority of the board shall designate. They shall meet as needed to plan for the board’s work and to fulfill tasks assigned to them by the board.
D. Election and Terms. The officers shall be elected by the board of directors. The term of office shall be for one year, or until the director’s term as director expires.
ARTICLE VI. Staff
A. The corporation has no paid staff. However, the Board of Directors may at some time decide to hire staff for specific duties, including an Executive Director
B. Hiring policies. Hiring shall be conducted in full compliance with the corporation’s anti-discrimination policy. The corporation shall hire no employees who are immediate family (partner, spouse, grandparent, parent, brother or sister, son or daughter) of any board member, or of any person who will supervise the employee.
ARTICLE VII. Finances
A. Fiscal Year. The Board shall establish the corporation’s fiscal year.
B. Budget. The Board of Directors shall prepare and adopt a budget at its first meeting each year.
C. Annual Financial Statement. The corporation shall prepare an annual financial statement for distribution to Board members.
D. Fiscal Policy. The Board shall adopt and from time to time review a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks; the obligation of funds; approval of contracts, leases, deeds and mortgages; and other significant aspects of the organization’s fiscal operation. The fiscal policy shall assure that the corporation shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose.
E. Seal. The Corporation will not use a common seal. The signature of the name of the corporation by an authorized person, as defined in the fiscal policy of the Board, shall be legal and binding.
ARTICLE VIII. CONFLICTS OF INTEREST
No member of the Board of Directors, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of their participation with the Corporation. Each individual shall disclose to the corporation any personal interest which they may have in any matter pending before the corporation and shall refrain from participation in any decision on such matter. Any member of the Board, any Committee, or Staff who is an officer, director, a committee member, or staff member of a client organization or vendor of the Corporation shall identify their affiliation with such agency or agencies; further, in connection with any committee or board action specifically directed to that agency, they shall not participate in the decision affecting that agency and the decision must be made and/or ratified by the majority of the Board. Any member of the Board, any Committee, Staff, and certain Consultants shall refrain from obtaining any list of clients for personal or private solicitation purposes at any time during the term of their affiliation.
ARTICLE IX. Parliamentary Procedures
Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.
ARTICLE X. Amendments of the Articles of Incorporation and Bylaws
The articles of incorporation and these bylaws may be amended, supplemented, or repealed by a two-thirds vote of the directors present at any meeting at which a quorum is present. Before Directors may vote on an amendment to the charter or bylaws, notice must be given to directors of the proposed amendment at a prior meeting of the board, and in no case less than 30 days before the amendment is to be considered. These bylaws shall become effective upon approval by the Board of Directors.
ARTICLE XI. Statement of Nondiscrimination
The corporation shall not discriminate against any person in the hiring of personnel, election of board members, provision of service to the public, the contracting for or purchasing of services or in any other way, on the basis of sexual orientation, gender identity, race, color, sex, national origin, disabling condition, age, or any other basis prohibited by law. This policy against discrimination includes, but is not limited to, a commitment to full compliance with Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to these statutes.