Peace Action of WI Revised By-laws

Peace Action

WISCONSIN

 

Bylaws

As amended November 13, 2007

 

Section I - Name and Location

 

The name of the Corporation is Peace Action of Wisconsin. It will conduct its activities primarily in the State of Wisconsin.

 

Section II - Purposes

 

This organization is incorporated in the State of Wisconsin as a non-profit, non-stock corporation for charitable and educational purposes as may qualify it under section 501 (c)(3) of the Internal Revenue Code of 1986, as amended. ln fulfillment of such purposes the corporation may exercise any and all powers of a corporation organized under the Wisconsin Nonstock Corporation Law, including, without limiting the generality of the foregoing, making donations for the public welfare or for charitable or educational purposes, or otherwise promoting such purposes either directly or by grants or other activities in aid of other organizations, enterprises or persons.

 

More specifically, such purposes include, but are not limited to research, publication and dissemination of information and political lobbying on:

  • nuclear weapons, nuclear power, and the problems associated with these technologies;
  • military aggression and intervention;
  • the international weapons trade;
  • moving from a war economy to a peace economy and meeting social needs;

 

Section III - Prohibited Activities

 

No part of the net earnings of the corporation shall inure to the benefit of or be distributable 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 to make payments and distributions in furtherance of the purposes set forth in Section II hereof. Notwithstanding, any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or

corresponding provision of any future United States Internal Revenue Law.)

 

Section IV - Membership

 

  1. Qualifications

Membership will be open to all individuals and organizations contributing annual membership dues. Members shall agree to support the goals of the organization.

 

  1. Regular Meetings

An annual membership meeting will be held each fall. Members shall elect steering committee members, determine the direction of the organization for the coming year, and conduct such other business as is set out in the notice of the meeting.

 

  1. Special Meetings

Special membership meetings may be called by the steering committee or by the lesser of 50 members or 10% of the total membership by providing a time and place and reason for the meeting, and notifying membership.

 

  1. Notice of Meetings

Notice of the time and place of meetings will be announced in the newsletter the month preceding the meeting or by any other method that is reasonable to reach all the members.

 

  1. Quorum and Procedure

The number of members present at a membership meeting shall constitute a quorum. Decisions will be made by consensus where possible. Election of steering committee members may be by a supermajority vote if no consensus can be achieved. The membership or steering committee may establish a procedure to allow mail ballots for election of steering committee and bylaw changes.

 

Section V- Committees

 

Committees shall be established by the steering committee as deemed necessary to carry out the work of the organization. The work of the organization shall be done by members and staff through the steering committee, working committees and coalition efforts.

 

Section VI – Steering Committee

 

  1. Composition and Role

The affairs of the organization shall be managed by a Board of Directors which shall be known as the Steering Committee. It will be composed of at least six people elected from the voting members at large. Any current member is eligible to serve on the steering committee, per term limits specified below in Section VI, B. Paid staff will be participating but nonvoting members of the Steering Committee.

Steering committee members are accountable for the official duties and the exercise of good judgment in all board and organizational matters. They are responsible for guiding the staff in their work. They must always act in the best interests of the organization.

 

The steering committee shall establish the dues structure for the organization.

 

  1. Term

Steering committee members’ terms of office shall be one year. A steering committee member shall be limited to three consecutive terms. After one year absence from serving on the steering committee, a member is eligible to serve on the steering committee again.

 

  1. Nominations and Election

The steering committee members shall be elected each year at the annual meeting by the members present.

 

A nominating committee composed of steering committee members shall contact possible candidates to determine their willingness to serve. Nominations may also be made from the floor by those present at the annual meeting.

 

Candidates must be present during the election unless their absence was approved by the steering committee or those members present at the annual meeting.

 

  1. Resignation

Voluntary resignation shall take effect when the secretary receives a written notice of resignation, or when a member of the Steering Committee is absent without leave from three consecutive Steering Committee meetings. Absence without leave from three consecutive steering committee meetings shall constitute voluntary resignation.

 

  1. Removal

Any member of the steering committee may propose that any other member of the committee be removed for the good of the organization. If a supermajority of the members of the steering committee agree, the member in question shall be removed.

 

  1. Vacancy

Any vacancy on the steering committee may be filled by a supermajority vote of the steering committee members then in office.

 

  1. Meetings

The steering committee shall meet monthly. Decisions shall be made by consensus when possible with resort to a supermajority vote when a consensus cannot be achieved within a reasonable time. Special meetings shall be called by the co-chairs upon request by the staff or other steering committee members. Forty percent of the steering committee shall constitute a quorum. Time and place of monthly meetings shall be posted a minimum of seven days prior to the meeting and they shall be open to members except during consideration of personnel and financial business.

 

Section VII – Officers

 

  1. Election

The steering committee shall elect annually from its members two Co-Chairs, a Secretary and Treasurer. If possible, the co-chairs should be one female and one male, and there should be racial/ethnic diversity on the steering committee. Upon resignation or removal, a replacement will be elected.

 

  1. Removal

An officer shall be removed from his or her office when removed from the steering committee or when the steering committee decides that the duties of the office are not being properly conducted. The officer must be given at least three days notice before any such decision can be made. If consensus is not achieved on such a decision (excluding the officer at issue), it may be decided by a supermajority.

 

  1. The Co-Chairs

The co-chairs shall set the agenda for the meetings with assistance from the staff, convene steering committee and membership meetings, sign official documents, letters and be a spokesperson for the organization when needed. Co-Chairs may also be referred to as the President and Vice-President when required for legal documents.

 

  1. The Secretary

The Secretary shall take minutes or appoint someone else to do so, and see that all official documents are filed/placed where they belong.

 

  1. The Treasurer

The treasurer shall be responsible for fiscal affairs of the organization (oversee the budget and operating finances) and chair the finance committee.

 

Section VIII - Fiscal Year

The fiscal year of this corporation shall begin on January 1 and end on December 31 of each year.

 

Section IX – Amendments

These bylaws may be amended by consensus at any meeting of the membership with notice of at least one month. Any proposed changes shall be made known to the membership prior to the meeting at which it will be considered.

 

 

 

 

Peace Action

WISCONSIN

 

Bylaws 

As amended April 16, 2019 

 

Section I - Name and Location

 

The name of the Corporation is Peace Action of Wisconsin. It will conduct its activities primarily in the State of Wisconsin. 

 

Section II - Purposes 

 

This organization is incorporated in the State of Wisconsin as a non-profit, non-stock corporation for charitable and educational purposes as may qualify it under section 501 (c)(3) of the Internal Revenue Code of 1986, as amended. ln fulfillment of such purposes the corporation may exercise any and all powers of a corporation organized under the Wisconsin Nonstock Corporation Law, including, without limiting the generality of the foregoing, making donations for the public welfare or for charitable or educational purposes, or otherwise promoting such purposes either directly or by grants or other activities in aid of other organizations, enterprises or persons.

 

More specifically, such purposes include, but are not limited to research, publication and dissemination of information and political lobbying on:

  • nuclear weapons, nuclear power, and the problems associated with these technologies;
  • military aggression and intervention;
  • the international weapons trade;
  • moving from a war economy to a peace economy and meeting social needs;
  • nonviolence.

 

Section III - Prohibited Activities

 

No part of the net earnings of the corporation shall inure to the benefit of or be distributable 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 to make payments and distributions in furtherance of the purposes set forth in Section II hereof. Notwithstanding, any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or 

corresponding provision of any future United States Internal Revenue Law.)

 

Section IV - Membership 

 

  1. Qualifications 

Membership will be open to all individuals and organizations contributing annual membership dues. Members shall agree to support the goals of the organization.

 

  1. Regular Meetings

An annual membership meeting will be held each fall. Members shall elect steering committee members, determine the direction of the organization for the coming year, and conduct such other business as is set out in the notice of the meeting.

 

  1. Special Meetings

Special membership meetings may be called by the steering committee or by the lesser of 50 members or 10% of the total membership by providing a time and place and reason for the meeting, and notifying membership.

 

  1. Notice of Meetings

Notice of the time and place of meetings will be announced in the newsletter the month preceding the meeting or by any other method that is reasonable to reach all the members.

 

  1. Quorum and Procedure

The number of members present at a membership meeting shall constitute a quorum. Decisions will be made by consensus where possible. Election of steering committee members may be by a supermajority vote if no consensus can be achieved. The membership or steering committee may establish a procedure to allow mail ballots for election of steering committee and bylaw changes.

 

Section V- Committees 

 

Committees shall be established by the steering committee as deemed necessary to carry out the work of the organization. The work of the organization shall be done by members and staff through the steering committee, working committees and coalition efforts.

 

Section VI – Steering Committee

 

  1. Composition and Role

The affairs of the organization shall be managed by a Board of Directors which shall be known as the Steering Committee. It will be composed of at least six people elected from the voting members at large. Any current member is eligible to serve on the steering committee, per term limits specified below in Section VI, B. Paid staff will be participating but nonvoting members of the Steering Committee.

Steering committee members are accountable for the official duties and the exercise of good judgment in all board and organizational matters. They are responsible for guiding the staff in their work. They must always act in the best interests of the organization.

 

The steering committee shall establish the dues structure for the organization.

 

  1. Term

Steering committee members’ terms of office shall be one year. A steering committee member shall be limited to three consecutive terms. After one year absence from serving on the steering committee, a member is eligible to serve on the steering committee again.

 

  1. Nominations and Election

The steering committee members shall be elected each year at the annual meeting by the members present.

 

A nominating committee composed of steering committee members shall contact possible candidates to determine their willingness to serve. Nominations may also be made from the floor by those present at the annual meeting.

 

Candidates must be present during the election unless their absence was approved by the steering committee or those members present at the annual meeting.

 

  1. Resignation

Voluntary resignation shall take effect when the secretary receives a written notice of resignation, or when a member of the Steering Committee is absent without leave from three consecutive Steering Committee meetings. Absence without leave from three consecutive steering committee meetings shall constitute voluntary resignation.

 

  1. Removal

Any member of the steering committee may propose that any other member of the committee be removed for the good of the organization. If a supermajority of the members of the steering committee agree, the member in question shall be removed.

 

  1. Vacancy

Any vacancy on the steering committee may be filled by a supermajority vote of the steering committee members then in office.

 

  1. Meetings

The steering committee shall meet monthly. Decisions shall be made by consensus when possible with resort to a supermajority vote when a consensus cannot be achieved within a reasonable time. Special meetings shall be called by the co-chairs upon request by the staff or other steering committee members. Forty percent of the steering committee shall constitute a quorum. Time and place of monthly meetings shall be posted a minimum of seven days prior to the meeting and they shall be open to members except during consideration of personnel and financial business.

 

Section VII – Officers

 

  1. Election

The steering committee shall elect annually from its members two Co-Chairs, a Secretary and Treasurer. If possible, the co-chairs should be one female and one male, and there should be racial/ethnic diversity on the steering committee. Upon resignation or removal, a replacement will be elected.

 

  1. Removal

An officer shall be removed from his or her office when removed from the steering committee or when the steering committee decides that the duties of the office are not being properly conducted. The officer must be given at least three days notice before any such decision can be made. If consensus is not achieved on such a decision (excluding the officer at issue), it may be decided by a supermajority.

 

  1. The Co-Chairs

The co-chairs shall set the agenda for the meetings with assistance from the staff, convene steering committee and membership meetings, sign official documents, letters and be a spokesperson for the organization when needed. Co-Chairs may also be referred to as the President and Vice-President when required for legal documents.

 

  1. The Secretary

The Secretary shall take minutes or appoint someone else to do so, and see that all official documents are filed/placed where they belong.

 

  1. The Treasurer

The treasurer shall be responsible for fiscal affairs of the organization (oversee the budget and operating finances) and chair the finance committee.

 

Section VIII - Fiscal Year

The fiscal year of this corporation shall begin on January 1 and end on December 31 of each year.

 

Section IX – Amendments

These bylaws may be amended by consensus at any meeting of the membership with notice of at least one month. Any proposed changes shall be made known to the membership prior to the meeting at which it will be considered.


Be the first to comment

Please check your e-mail for a link to activate your account.