ADOPTED FEBRUARY 5, 2015
EFFECTIVE APRIL 1, 2015
UPDATED MAY 10, 2016
ARTICLE I PURPOSE OF WCHSA, MEMBERSHIP, AND DUES
ARTICLE II ADMINISTRATION
ARTICLE III OFFICERS
ARTICLE IV EXECUTIVE DIRECTOR
ARTICLE V BUDGET
ARTICLE VI ETHICS AND CONFLICT OF INTEREST
ARTICLE VII INDEMNIFICATION AND IMMUNITIES
ARTICLE VIII AMENDMENTS
ARTICLE IX DISSOLUTION
The following are By-Laws of the Wisconsin County Human Service Association (“WCHSA”), an unincorporated nonprofit association under Wis. Stat. Chap. 184.
Section 1.01 WCHSA Mission, Vision and Purpose.
Section 1.02 Interpretation of By-Laws. All words, terms and provisions of these By-Laws shall be interpreted according to their common and ordinary usage.
Section 1.03 Membership. There shall be three (3) classes of membership in WCHSA known as Full Membership, Associate Membership and Alumni Membership.
Section 1.04 Dues. For Full Member Counties, dues shall be established by Board policy and approved by the Board annually at the annual business meeting under the general guide that dues are established per county based upon population. Dues shall be assessed beginning January 1, 2015. Full Member Counties that have already paid dues covering the time period ending June 30, 2015, shall be credited $300 toward 2015 dues. If a Full Member County has paid dues covering the time period ending June 30, 2015, and decides not to become a Full Member County for 2015, the Full Member county shall continue to be a Full Member of WCHSA until June 30, 2015, provided, however, that any individual from such Full Member County shall not be eligible to serve on the Board or serve as an Officer of WCHSA.
Section 2.01 Principal Office. The principal office of WCHSA shall be within the State of Wisconsin. The Board may establish additional offices as necessary.
Section 2.02 Regions. WCHSA is divided into Regions according to the regions established by the Wisconsin Department of Health Services and Wisconsin Department of Children and Families (currently five (5) Regions).
Section 2.03 Board Composition. WCHSA shall be governed by a Board comprised of representative directors or other senior administrative personnel from Full Member Counties. Only directors or other senior administrative personnel from Full Member Counties of WCHSA are eligible to serve on the Board.
The Board shall consist of seventeen (17) persons, consisting of the following:
Section 2.04 Vacancies. Any regional vacancy on the Board shall be filled by the region with the region submitting written appointment of the prospective new Board member in accordance with Section 2.03. The Board may, by policy, establish the conditions under which a Board seat is determined to be vacant. Any member who joins the Board under these provisions will fulfill the remainder of the term, and be subject to re-election upon the expiration of the term for which they were initially appointed.
Section 2.05 Resolutions. The Board is authorized to adopt policies, authorize staff action and approve transactions and matters related thereto by resolution. Resolutions shall be numbered according to the year in which the resolution is brought before the Board in sequence.
Section 2.06 Order of Business and Agenda. Except as explicitly provided in these ByLaws or as required by applicable law, the Board shall conduct its meetings consistent with the current version of Robert’s Rules of Order, Newly Revised. The Order of Business may be modified from time to time by Board policy. The President and Executive Director shall be responsible for the agenda for all Board meetings and committee chairs shall be responsible for the agenda for all committee meetings.
Section 2.07 Annual Business Meeting. The Board shall hold an annual business meeting in December of each year. A notice of the date, place and tentative agenda shall be mailed to the members at least 30 days in advance of the annual business meeting. The Board shall establish the location of the meeting. Quorum for purposes of an annual business meeting shall be 1/3 of all Full Member Counties.
Section 2.08 Special Meetings. Special meetings of the Board may be called by the President or by 2/3 vote of the Board. Notice of a special meeting shall be provided to all members no less than 30 days before the meeting.
Section 2.09 Voting. Unless otherwise specified by law or these By-Laws, the Board shall act by a majority vote at a meeting at which a quorum is present. On matters subject to vote of all Full Member Counties, each Full Member County is entitled to one (1) vote. Unless WCHSA is advised otherwise, the Director of Human Services, Social Services, Community Programs, Developmental Disabilities Services or Multi-County Community Programs is entitled to cast all votes on behalf of a Full Member County. Electronic voting and telephonic voting are allowed in relation to business conducted at all meetings. An aforementioned Director serving on the Board may designate full participation and voting privileges on a temporary basis through prior written, verbal, or email communication to any Board member who attends the meeting. The designee may also present signed, written indication of the designation if prior communication did not occur. All designees must be employed by the same county as the Director making the designation.
Section 2.10 Conduct of Meetings. All meetings of the Board may be held and conducted in person or by telephone or other remote communication. WCHSA endorses the “Minimum Accessibility of Standards” for conferences, meetings and lodging facilities as developed by the Wisconsin Rehabilitation Association.
Section 2.11 Powers of the Board. The Board shall have all powers necessary and convenient for the governance and operation of WCHSA. The Board shall have the power to appoint such committees, officers and employees as it may deem necessary and to retain independent counsel, administrators, consultants and accountants. The Board shall also have the power, by resolution, to the extent permitted by law, to delegate any of its functions to one or more of the Board members, officers, employees, administrators or agents of WCHSA and to cause any of said Board members, officers, employees or agents to take any actions and execute any documents or instruments for and in the name and on behalf of the Board or WCHSA.
Section 2.12 Committees. There shall be seven (7) standing committees of the Board as follows:
Section 3.01 Officers and Duties. The officers of WCHSA shall be the President, Vice President, Secretary, Treasurer and Immediate Past President.
Section 3.02 Election and Terms. Election of Officers shall be at the annual business meeting. Nominations for the office of Vice-President, Secretary, and Treasurer shall be made by the Nominating Committee as provided in Section 2.12(d) and elected by the Full County Membership. At the annual business meeting, Full Members shall elect Vice-President, Secretary, and Treasurer by majority vote of each Full Member Counties present with each Full Member County getting one (1) vote. In addition to the nominations submitted by the Nominating Committee, additional nominations may be made from the Floor by a Full Member and with consent of the nominee. The term of office for President and Vice-President will be for two (2) years commencing on the completion of the previous term of office following the election at the annual business meeting. The President and Vice-President may serve in office for only one (1) term in each office. The Secretary and Treasurer shall have a three (3) year term of office and may serve in office no more than three (3) consecutive terms. Any officer may be removed by the Board by 2/3 vote of the entire Board.
Section 3.03 Vacancies. The Board may fill the unexpired term of any vacancy in any office occurring for whatever reason by majority vote provided that the appointment is of a representative of a Full Member. Any officer appointed under this provision will fulfill the remainder of the term for which they were appointed. Eligibility for re-election is governed by Section 3.02.
Section 3.04 Transition. The Board shall establish a transition process and policy related to the officers and, if applicable, Board for 2015.
Section 4.01 Executive Director. The Board may hire or contract for an Executive Director of WCHSA.
Section 4.02 Powers, Duties and Compensation. The Executive Director shall manage the affairs of WCHSA under the general control of the Board, shall assist the President in establishing the agenda for all Board meetings, shall appoint the various employees of WCHSA and shall be responsible for the proper and efficient work of WCHSA. The Board shall adopt policies relating to the Executive Director’s job duties and responsibilities. The Board is authorized to delegate all functions and responsibilities that are not otherwise specifically vested in the Board or an Officer to the Executive Director. The Board may enter into a written employment agreement with the Executive Director. The Board may compensate the Executive Director. The Executive Director may be removed by a 2/3 vote of the entire Board.
Section 5.01 Fiscal Year. WCHSA’s fiscal year shall be January through December.
Section 5.02 Budget. The Board shall adopt an annual budget at its annual business meeting.
Section 6.01 Ethics and Conflicts of Interest. The Board may adopt ethics and conflict of interest policies governing the conduct of members, Officers, officer appointees and employees.
Section 7.01 Indemnification. The Board hereby authorizes indemnification by WCHSA of any person who is or was a member, Board member, officer, employee or other agent of WCHSA, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was a member, Board member, officer, employee or other agent of WCHSA, against expenses, including attorneys’ fees, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith in a manner such person reasonably believed to be in the best interests of WCHSA and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful and, in the case of an action by or in the right of WCHSA, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Board may purchase a policy or policies of insurance in furtherance of any indemnification obligation created.
Section 8.01 Amendments. The By-Laws may be amended, or repealed, or new ByLaws may be adopted by the Board at any meeting by 2/3 vote of the Full Member Counties present and voting. Notice of a Board meeting at which an amendment to these By-Laws is to be acted upon shall include notice of the proposed amendment or repeal. The notice of any proposal to amend these By-Laws, along with the proposed language, shall be given to members at least thirty (30) days prior to the meeting at which any such amendment(s) is considered.
Section 9.01 Dissolution. WCHSA may be dissolved by a 2/3 vote of all Full Member Counties at a meeting specially called for the purpose of considering dissolution. Notice of a meeting where dissolution of WCHSA shall be considered shall be provided to all members at least thirty (30) days prior to the meeting and such notice shall specifically state that dissolution shall be considered. In the event of dissolution, the Board shall, after paying or making provisions for the payment of all the liabilities of WCHSA, dispose of all of the assets of WCHSA exclusively for the purposes of WCHSA in such manner, or to such organization or organizations, as may be determined by majority vote of the Full Member Counties existing at the time of dissolution.