Revised By-laws, Financial Policies and Steering Comm. Candidates

Peace Action of 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

Qualifications

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

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.

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.

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.

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

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.

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.

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.

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.

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.

Vacancy

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

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

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.

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.

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.

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.

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 of 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.

 

 

Financial Policy and Procedures

Introduction

As part of its financial oversight of Peace Action-Wisconsin, the Steering Committee is responsible for ensuring that appropriate internal controls are in place—and adhered to—to protect the organization. These internal controls ensure that the organization is using generally accepted accounting principles, complying with applicable laws and regulations, providing reliable financial information, and operating efficiently. More specifically, financial controls are designed to segregate financial duties, protect against asset loss, protect cash receipts, produce timely reports, and maintain accurate record keeping.

Section 1. General guidelines for financial controls.

  1. Authorization for signatures necessary on contracts, payments, and orders for payment, receipt or deposit or withdrawal of money, and access to securities of Peace Action-Wisconsin shall be provided by resolution of the Steering Committee.
  2. Any individual authorized to purchase goods and/or services for the organization shall follow the procedures set forth in these policies.
  3. The Finance Committee shall be responsible for reviewing and recommending an annual operating budget to the Steering Committee for approval.
  4. The Steering Committee shall be responsible for adopting the annual operating budget.
  5. No expense shall be incurred in excess of total budgetary appropriations without prior approval of the Steering Committee upon recommendation of the Finance Committee.
  6. The office manager will provide timely and appropriate financial reports to the Finance Committee and Steering Committee for their review.
  7. The Finance Committee shall review the organization’s financial policies and procedures on an annual basis.
  8. All employees involved with financial procedures shall take vacations or leaves of consecutive workdays each year. During such periods, back-up personnel who have been cross trained in their duties will perform the tasks.

Section 2. Procedures for processing cash receipts.

  1. The office manager or Steering Committee designee will open any mail addressed to Peace Action-Wisconsin or without specific addressee. The office manager or Steering Committee designee will record the receipt of checks or cash.
  2. The office manager or Steering Committee designee will endorse all checks by a stamp including the name of the organization, the bank’s name, the organization’s account number and “for deposit only.”
  3. The office manager or Steering Committee designee will complete deposit slips. A photocopy will be made that includes the source and amount of the receipt as well as the total deposit amount to be filed chronologically. The office manager or Steering Committee designee makes the deposit in person.
  4. All receipts will be deposited intact. No disbursements will be made from cash or check receipts prior to a deposit, with the exception of postage due and occasional incidental expenses, which will be taken from the store sales cash box in exchange for a printed receipt and accounted for with a journal entry on a quarterly basis.
  5. The office manager or Steering Committee designee will review deposits and enter deposit information to bookkeeping software. The bookkeeper will verify deposits and file copies chronologically.

Section 3. Requirements for payments and cash disbursements.

Peace Action-Wisconsin shall maintain its accounts in financial institutions that are federally insured. All funds received by Peace Action-Wisconsin shall be deposited at least weekly. All nonproductive funds shall be invested in accordance wit the investment policy established by the Steering Committee.

  1. Payment authorization procedure.
    1. Program-related invoices will be directed to the appropriate program staff who will review the invoice and then forward the invoice to the office manager. The office manager will review all invoices for mathematical accuracy, validity and conformity to the budget (or other Steering Committee authorization).
    2. Prior to payment, a non-staff designee of the Steering Committee will approve all expense vouchers. This will include review for the existence of proper supporting documentation, such as an invoice or purchase order and evidence of the receipts of the goods and services. By approving an expense voucher, the non-staff designee of the Steering Committee indicates that the expense has been reviewed and authorizes a payment.
    3. The individual making a payment shall not also be the individual approving the related expense voucher. Nor shall the recipient of the payment also be the individual making the payment or approving the expense voucher.
    4. The office manager will ensure that all financial conditions and specifications on a contract or order have been satisfactorily fulfilled, including invertorying items received against packing slip counts. The office manager is responsible for timely follow-up on discrepancies and payment.
    5. The office manager will prepare payments on a weekly basis. The Steering Committee president and treasurer and the office manager are authorized to make payments. The Steering Committee may approve exceptions in advance of specific events.
  2. Payments procedures.
    1. The office manager will be responsible for all blank checks.
    2. The Steering Committee president or treasurer or the office manager will make payments.
    3. The office manager will generate checks or initiate payment for approved invoices through the accounting system.
    4. Voided checks will have “VOID” written boldly in ink on the face of the check and the signature portion of the check will be removed and destroyed. Voided checks will be kept on file.
    5. In no event shall:
      1. Invoices be paid unless approved by a non-staff designee of the Steering Committee.
      2. Blank checks be signed in advance.
  • Checks be made out to “cash,” “bearer,” “petty cash,” etc.
  1. Bank reconciliation procedures.
    1. Bank statements will be received and opened by the office manager.
    2. The bookkeeper will reconcile the bank statement monthly.
    3. The treasurer of the Steering Committee will receive monthly statements of payments paid on all accounts.
    4. On all payments outstanding over 90 days, the office manager should take appropriate action.
  2. Payroll payments procedures.
    1. The office manager will enter payroll, make payroll payments and print payroll reports.
    2. The office manager will distribute payroll payments to the employees. Payments will not be issued to any person other than the employee without prior written authorization from the employee.
    3. Voluntary terminations will be paid at regular pay date. Involuntary terminations will be paid on day of separation.
    4. The bookkeeper will prepare and transmit payroll tax reports and W-2 forms.
    5. Payroll will be prepared in accordance with the personnel policies and benefit plan.
    6. The Finance Committee may consider requests for early payroll distribution.

Section 4. Requirements for signing contracts.

The Steering Committee president, treasurer, the office manager and Steering Committee designee are authorized to sign contracts to which Peace Action-Wisconsin is a party for budgeted expenses only (or other Steering Committee authorization).

Section 5. Borrowing funds or establishing a line of credit.

From time to time it may be necessary for Peace Action-Wisconsin to borrow funds from outside sources to fund operations and expansion. This will be necessary because of the seasonality of income from fees, donations, and sales, and due to major expansions or revisions of Peace Action-Wisconsin programs.

Funds are to be borrowed only as required to meet these needs, and borrowing is to be consistent with sound fiscal and management practices. Borrowings are not intended to make up for inadequate planning or spending above budgeted levels.

Borrowing funds should be done within the following guidelines:

  1. Borrowing should be within appropriate limits approved by the Steering Committee prior to the time of borrowing.
  2. Amounts should be borrowed at the lowest available interest rates. Where borrowing from individuals can be done at lower than current commercial rates, this may be done.
  3. Most borrowing will be done at short-erm conditions due to the seasonal nature of income. Long term borrowing will be done only if rates are favorable and amounts for short-term would be at the same minimum level.

Section 6. Loans to staff of directors.

  1. No loan may be made to any officer, director, or employee of the organization, except in accordance with applicable Wisconsin law.
  2. Any such loan may be made only pursuant to a written agreement approved by the Steering Committee. All such loans to an employee shall be repaid through payroll withholding and shall be callable by the organization upon termination of employment. Staff shall ensure that all such loans are properly reported for employment and income tax purposes.
  3. Payroll advances shall be approved in writing by the Steering Committee president or treasurer or a non-staff designee of the Steering Committee prior to the advance. The amount advanced will be deducted from the employee’s next paycheck and shall not exceed the amount of the employee’s next paycheck.

Section 7. Credit cards for business use.

  1. The Steering Committee has the authority to approve the establishment of a charge account in Peace Action-Wisconsin’s name, including the credit limit.
  2. The charge account shall only be used by the Steering Committee president, treasurer, the office manager or Steering Committee designee for budgeted expenses (or other Steering Committee authorization). The charge account shall never be used for cash withdrawals.
  3. Expenses charged to the account must have prior approval of a non-staff designee of the Steering Committee.

Section 8. Connecting purchasing activities to values.

Peace Action-Wisconsin will make a good-faith effort to identify and solicit minority and women vendors. It will strive to utilize whenever possible, vendors that have a presence within the organization’s service area. A minimum of two bids are required for expenses or services over $500.

Section 9. Allegations of fraud or financial impropriety.

Staff and volunteers are required to report any allegations of fraud or financial impropriety to an officer of the Steering Committee not suspected to be involved in the alleged fraud or financial impropriety as soon as possible. The officer of the Steering Committee should take any appropriate steps to remedy the situation when possible.

Section 10. Annual audit and financial reports.

The Steering Committee shall annually contract with an independent auditing firm a full audit of the books to be completed prior to the following first of September.

  1. The Steering Committee in conjunction with the audit will authorize preparation of Form 990 and any other required forms for the Internal Revenue Service. Copies of Peace Action-Wisconsin’s Form 990 and Form 1023 shall be available for public inspection and/or copying.
  2. The Steering Committee shall review with the independent external auditors the organization’s annual financial statements and reports. The Steering Committee shall review and evaluate the management letter received from the independent external auditors and discuss recommendations for any changes necessary to remedy problems identified in the letter. Any potential violations should be reported to the Steering Committee without the party/parties alleged to be involved in the violation in attendance.

 

 

Candidates for the 2010 Peace Action of WI Steering Committee:

Tom Seery

Chris Breihan

Dan O'Keefe

Chris Jeske

Mary Laan

George Martin

Bruce Ware

Sean O'Reilly

Candidates may also be nominated from the floor at the Annual Meeting.

 

 

 


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