We Invest in Next GenerationS (WIi NGS) BYLAWS
ARTICLE I
PURPOSE
The purpose of the We Invest in Next GenerationS, Inc. (the “Corporation”) is to build and sustain an engaging, active, diverse and safe community in the Allied Drive neighborhood.
ARTICLE II
BOARD OF DIRECTORS
2.1 General Powers
The management, control and operation of the affairs and properties of this Corporation are vested in the Board of Directors of the Corporation (the “Board”).
2.2 Composition and Election of the Board
(a) The Board shall consist of no fewer than 11 and no more than 17 Directors. The exact number of Directors shall be set from time to time by the Board. When vacancies among the Directors occur by reason of death, resignation, failure of qualification, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are selected by the Board.
(b) At least seventy-five percent of the members of the Board shall be residents of Allied Drive neighborhood, participants in the We Invest in Next GenerationS (WIiNGS) programs or low-income residents of the service areas.
(c) Each year the nominating committee of the Board shall nominate candidates for election to the Board. The number of candidates nominated shall be no less than the number of Directors whose terms are expiring in that calendar year and the list of nominees shall be included in the notice of the annual meeting of the Corporation along with a notice indicating how many Directors are to be elected.
2.3 Term
(a) Each Director shall serve a term of three (3) years and until such Director’s successor is appointed. At the annual meeting following adoption of these Restated Bylaws, approximately one-third of the Directors shall be elected to serve a term of one year, approximately one-third of the Directors shall be elected to serve a term of two years, approximately one-third of the Directors shall be elected to serve a term of three years.
(b) No Director may serve for more than three (3) consecutive full terms. After an absence of one year from the Board, an individual shall become eligible again for election to the Board.
2.4 Annual Meeting
The annual meeting of the Board shall be held in January to elect directors and officers and to transact other business.
2.5 Resignation and Termination
A resignation by a Director must be in writing and is effective when received by the Secretary. Any Director may be removed upon an affirmative vote of at least two-thirds (2/3) of its members. Any Director shall be removed from the Board for three (3) consecutive unexcused absences.
2.6 Regular and Special Meetings
Regular meetings of the Board shall be held at such times as the President may designate, at the office of the Corporation or such other place as the President may designate. Special meetings of the Board may be called by the President of the Corporation or by two or more Directors of the Corporation at such time and place as the officer or Directors calling the meeting may specify and in accordance with the notice requirements of Section 2.12.
2.7 Quorum
A majority of the Board constitutes a quorum for the transaction of business at any meeting of the Board, provided that for those actions of the Board requiring more than a majority vote as provided in the Bylaws, the number of Directors required to take that action must be present at the meeting in order to have quorum.
2.8 Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present is a duly authorized act of the Board, except where otherwise provided by law or these Bylaws.
2.9 Informal Action
In accordance with the section 181.0821, Wisconsin Statutes., any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action taken, is signed by two-thirds (2/3) of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two thirds (2/3) of the Directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions. For purposes of this section, pursuant to 181.0821 (1m) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes an electronic signature, as defined in 181.0103 (10p) of the Wisconsin Statutes, as amended from time to time.
2.10 Compensation
Directors will not be paid compensation for their services as Directors, provided that nothing in these Bylaws will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Corporation in another capacity.
2.11 Meeting by Electronic Means of Communication
Members of the Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided: (1) all participating Directors may simultaneously hear or read each other’s communication during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such a manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
2.12 Notice
Written notice need not be given of regular meetings of the Board. Special meetings must be by written notice and received by each director at least forty-eight (48) hours prior to such meeting.
ARTICLE III
OFFICERS
3.1 Officers
(a) The Officers of the Corporation shall be as required by the Wisconsin Statutes and, at a minimum, shall include a president, a vice president, treasurer, secretary, and such other officers as may be deemed necessary from time to time by the Board. All Officers shall be Directors. A Director shall hold only one office.
(b) The Officers of the Corporation shall receive no salary or compensation for their services as an Officer of the Corporation.
3.2 Election, Term of Office and Removal
(a) At the annual meeting of the Board, the Board shall elect the Officers of the Corporation for a term of one (1) year.
(b) Any Officer of the Corporation may be removed from the office at any time by a two-thirds (2/3) vote of the Directors.
(c) If an Officer cannot fulfill the elected term, the Executive Committee shall appoint a person to complete the unexpired term.
3.3 President
(a) The President shall have general and active management of the affairs and property of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at meetings of the Board.
(b) The President may sign, with the other proper officer or agent of the Corporation authorized by the Board, any deeds, bonds, contracts or other instruments that the Board have authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.
3.4 Vice President
The Vice President shall perform all of the duties of the President in the latter’s absence or in case of a temporary disability. The Vice President shall perform other duties as assigned by the President.
3.5 Secretary
The Secretary shall sign documents of the Corporation from time to time as required and shall keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and be custodian of the corporate records. The Secretary shall perform such other duties as may be assigned to the Secretary by the President.
3.6 Treasurer
The treasurer shall be responsible for the custody of the assets of the Corporation, and shall advise the Board respecting the Corporation’s financial condition and the handling of the Corporation’s monies and investments and perform such additional duties as may be assigned to the Treasurer by the President.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
4.1 Executive Committee
The Executive Committee shall be composed of the Officers of the Corporation and the Executive Director. The Executive Committee shall have Board powers when designated. The Executive Director may participate in all discussions but shall have no vote.
4.2 Standing and Special Committees
Unless otherwise determined by resolution of the Board, the Corporation shall have the following standing committees: Board Development, Fund Development, Human Resources, Nominating, and Program Development. Each committee shall consist of at least one Director elected by the Board.
All standing or special committees shall consist of at least three members. The chairperson of any standing committee shall be elected by the board from its own membership. The board or its president shall also have the authority to appoint and form any other committees as may be necessary or advisable from time to time; these committees shall be known as special committees, and shall function for the period and purpose for which they are formed. The Chairperson of any special committee may be elected by the board or appointed by the president.
ARTICLE V
EXECUTIVE DIRECTOR AND STAFF
The Corporation is authorized to employ an Executive Director and such other persons as it deems necessary. The duties, responsibilities, and compensation of the Executive Director shall be at the direction of the Board. The Executive Director shall receive notice of and attend all meetings of the Board except during those parts of meetings when the subject is the Executive Director or any issue related to the Executive Director’s employment. The Executive Director may participate in all discussions but shall have no vote.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
6.1 Contracts
The Board may authorize an Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, 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 instance.
6.2 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 is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by two of the Officers of the Corporation.
6.3 Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such depositaries as the Board designates.
6.4 Books and Accounts
The Corporation shall keep or cause to be kept correct complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Corporation shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf. The Corporation shall conduct an annual independent audit.
ARTICLE VII
INDEMNIFICATION
The Corporation shall, to the fullest extent authorized by Ch. 181, indemnify each Director and Officer of the Corporation against reasonable expenses and against liability incurred by a Director or Officer in a proceeding in which he or she was a party because he or she was a Director or Officer of the Corporation. These indemnification rights shall be deemed to exclude any other rights to which the Director or Officer may otherwise be entitled. The Corporation shall, to the fullest extent authorized by Ch. 181, indemnify any employee who is not a Director or Officer of the Corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Corporation. The corporation may, to the fullest extent authorized by Ch. 181, indemnify, reimburse, or advance expenses of Directors, Officers, or employees.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation is January 1 through December 31.
ARTICLE IX
OFFICES
The Corporation shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the state of Wisconsin as the Board may from time to time determine.
ARTICLE X
AMENDMENTS TO THE BYLAWS
These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the Directors, provided that notice of the meeting and copies of the proposed bylaw changes and/or additions are provided at least ten (10) days prior to the meeting at which the amendment, repeal or new Bylaws will be considered.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Non-stock Corporation Law of the State of Wisconsin or under the provisions of the Article of Incorporation or the Bylaws of this 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 XII
DISSOLUTION
The Corporation shall be dissolved upon the affirmation vote of four-fifths (4/5) of the Directors of the Corporation. Upon dissolution, the assets shall be distributed in accordance with the Corporation’s Articles of Incorporation.
ARTICLE I
PURPOSE
The purpose of the We Invest in Next GenerationS, Inc. (the “Corporation”) is to build and sustain an engaging, active, diverse and safe community in the Allied Drive neighborhood.
ARTICLE II
BOARD OF DIRECTORS
2.1 General Powers
The management, control and operation of the affairs and properties of this Corporation are vested in the Board of Directors of the Corporation (the “Board”).
2.2 Composition and Election of the Board
(a) The Board shall consist of no fewer than 11 and no more than 17 Directors. The exact number of Directors shall be set from time to time by the Board. When vacancies among the Directors occur by reason of death, resignation, failure of qualification, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are selected by the Board.
(b) At least seventy-five percent of the members of the Board shall be residents of Allied Drive neighborhood, participants in the We Invest in Next GenerationS (WIiNGS) programs or low-income residents of the service areas.
(c) Each year the nominating committee of the Board shall nominate candidates for election to the Board. The number of candidates nominated shall be no less than the number of Directors whose terms are expiring in that calendar year and the list of nominees shall be included in the notice of the annual meeting of the Corporation along with a notice indicating how many Directors are to be elected.
2.3 Term
(a) Each Director shall serve a term of three (3) years and until such Director’s successor is appointed. At the annual meeting following adoption of these Restated Bylaws, approximately one-third of the Directors shall be elected to serve a term of one year, approximately one-third of the Directors shall be elected to serve a term of two years, approximately one-third of the Directors shall be elected to serve a term of three years.
(b) No Director may serve for more than three (3) consecutive full terms. After an absence of one year from the Board, an individual shall become eligible again for election to the Board.
2.4 Annual Meeting
The annual meeting of the Board shall be held in January to elect directors and officers and to transact other business.
2.5 Resignation and Termination
A resignation by a Director must be in writing and is effective when received by the Secretary. Any Director may be removed upon an affirmative vote of at least two-thirds (2/3) of its members. Any Director shall be removed from the Board for three (3) consecutive unexcused absences.
2.6 Regular and Special Meetings
Regular meetings of the Board shall be held at such times as the President may designate, at the office of the Corporation or such other place as the President may designate. Special meetings of the Board may be called by the President of the Corporation or by two or more Directors of the Corporation at such time and place as the officer or Directors calling the meeting may specify and in accordance with the notice requirements of Section 2.12.
2.7 Quorum
A majority of the Board constitutes a quorum for the transaction of business at any meeting of the Board, provided that for those actions of the Board requiring more than a majority vote as provided in the Bylaws, the number of Directors required to take that action must be present at the meeting in order to have quorum.
2.8 Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present is a duly authorized act of the Board, except where otherwise provided by law or these Bylaws.
2.9 Informal Action
In accordance with the section 181.0821, Wisconsin Statutes., any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action taken, is signed by two-thirds (2/3) of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two thirds (2/3) of the Directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions. For purposes of this section, pursuant to 181.0821 (1m) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes an electronic signature, as defined in 181.0103 (10p) of the Wisconsin Statutes, as amended from time to time.
2.10 Compensation
Directors will not be paid compensation for their services as Directors, provided that nothing in these Bylaws will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Corporation in another capacity.
2.11 Meeting by Electronic Means of Communication
Members of the Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided: (1) all participating Directors may simultaneously hear or read each other’s communication during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such a manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
2.12 Notice
Written notice need not be given of regular meetings of the Board. Special meetings must be by written notice and received by each director at least forty-eight (48) hours prior to such meeting.
ARTICLE III
OFFICERS
3.1 Officers
(a) The Officers of the Corporation shall be as required by the Wisconsin Statutes and, at a minimum, shall include a president, a vice president, treasurer, secretary, and such other officers as may be deemed necessary from time to time by the Board. All Officers shall be Directors. A Director shall hold only one office.
(b) The Officers of the Corporation shall receive no salary or compensation for their services as an Officer of the Corporation.
3.2 Election, Term of Office and Removal
(a) At the annual meeting of the Board, the Board shall elect the Officers of the Corporation for a term of one (1) year.
(b) Any Officer of the Corporation may be removed from the office at any time by a two-thirds (2/3) vote of the Directors.
(c) If an Officer cannot fulfill the elected term, the Executive Committee shall appoint a person to complete the unexpired term.
3.3 President
(a) The President shall have general and active management of the affairs and property of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at meetings of the Board.
(b) The President may sign, with the other proper officer or agent of the Corporation authorized by the Board, any deeds, bonds, contracts or other instruments that the Board have authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.
3.4 Vice President
The Vice President shall perform all of the duties of the President in the latter’s absence or in case of a temporary disability. The Vice President shall perform other duties as assigned by the President.
3.5 Secretary
The Secretary shall sign documents of the Corporation from time to time as required and shall keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and be custodian of the corporate records. The Secretary shall perform such other duties as may be assigned to the Secretary by the President.
3.6 Treasurer
The treasurer shall be responsible for the custody of the assets of the Corporation, and shall advise the Board respecting the Corporation’s financial condition and the handling of the Corporation’s monies and investments and perform such additional duties as may be assigned to the Treasurer by the President.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
4.1 Executive Committee
The Executive Committee shall be composed of the Officers of the Corporation and the Executive Director. The Executive Committee shall have Board powers when designated. The Executive Director may participate in all discussions but shall have no vote.
4.2 Standing and Special Committees
Unless otherwise determined by resolution of the Board, the Corporation shall have the following standing committees: Board Development, Fund Development, Human Resources, Nominating, and Program Development. Each committee shall consist of at least one Director elected by the Board.
All standing or special committees shall consist of at least three members. The chairperson of any standing committee shall be elected by the board from its own membership. The board or its president shall also have the authority to appoint and form any other committees as may be necessary or advisable from time to time; these committees shall be known as special committees, and shall function for the period and purpose for which they are formed. The Chairperson of any special committee may be elected by the board or appointed by the president.
ARTICLE V
EXECUTIVE DIRECTOR AND STAFF
The Corporation is authorized to employ an Executive Director and such other persons as it deems necessary. The duties, responsibilities, and compensation of the Executive Director shall be at the direction of the Board. The Executive Director shall receive notice of and attend all meetings of the Board except during those parts of meetings when the subject is the Executive Director or any issue related to the Executive Director’s employment. The Executive Director may participate in all discussions but shall have no vote.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
6.1 Contracts
The Board may authorize an Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, 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 instance.
6.2 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 is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by two of the Officers of the Corporation.
6.3 Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such depositaries as the Board designates.
6.4 Books and Accounts
The Corporation shall keep or cause to be kept correct complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Corporation shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf. The Corporation shall conduct an annual independent audit.
ARTICLE VII
INDEMNIFICATION
The Corporation shall, to the fullest extent authorized by Ch. 181, indemnify each Director and Officer of the Corporation against reasonable expenses and against liability incurred by a Director or Officer in a proceeding in which he or she was a party because he or she was a Director or Officer of the Corporation. These indemnification rights shall be deemed to exclude any other rights to which the Director or Officer may otherwise be entitled. The Corporation shall, to the fullest extent authorized by Ch. 181, indemnify any employee who is not a Director or Officer of the Corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Corporation. The corporation may, to the fullest extent authorized by Ch. 181, indemnify, reimburse, or advance expenses of Directors, Officers, or employees.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation is January 1 through December 31.
ARTICLE IX
OFFICES
The Corporation shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the state of Wisconsin as the Board may from time to time determine.
ARTICLE X
AMENDMENTS TO THE BYLAWS
These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the Directors, provided that notice of the meeting and copies of the proposed bylaw changes and/or additions are provided at least ten (10) days prior to the meeting at which the amendment, repeal or new Bylaws will be considered.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Non-stock Corporation Law of the State of Wisconsin or under the provisions of the Article of Incorporation or the Bylaws of this 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 XII
DISSOLUTION
The Corporation shall be dissolved upon the affirmation vote of four-fifths (4/5) of the Directors of the Corporation. Upon dissolution, the assets shall be distributed in accordance with the Corporation’s Articles of Incorporation.
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