WISCONSIN COALITION AGAINST DOMESTIC VIOLENCE, INC. Amended and Restated Bylaws ARTICLE I DEFINITIONS

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1 WISCONSIN COALITION AGAINST DOMESTIC VIOLENCE, INC. Amended and Restated Bylaws ARTICLE I DEFINITIONS As used in these Bylaws, unless the context otherwise requires, the term or terms: 1.1 Articles of Incorporation means the original Articles of Incorporation of the Corporation, as amended from time to time, including any restated Articles of Incorporation. 1.2 Board means the Board of Directors of the Corporation. 1.3 Bylaws means the Amended and Restated Bylaws of the Corporation, as amended from time to time. 1.4 Corporation means Wisconsin Coalition Against Domestic Violence, Inc., a Wisconsin corporation formed under the Non-stock Corporation Law. 1.5 Days means calendar days. 1.6 Director means director of the Corporation. 1.7 Non-stock Corporation Law means the Wisconsin Non-stock Corporation Law, Chapter 181 of Wisconsin Statutes, as amended from time to time. 1.8 Office of the Corporation means the executive office of the Corporation, as designated by the Board, whether or not the executive office of the Corporation is the principal office of the Corporation. 1

2 1.9 Officer means officer of the Corporation Chair Elect, Associate Chair, Recorder, Personnel Chair, and Treasurer, mean such officers of the Corporation. ARTICLE II OFFICES 2.1 Offices. The principal office of the Corporation in the State of Wisconsin shall be located in the City of Madison, County of Dane. The Corporation may have such executive and other offices within or without the State of Wisconsin as the Board may designate or as the affairs of the Corporation may require from time to time. ARTICLE III BOARD OF DIRECTORS 3.1 General Powers. The business and property of the Corporation shall be managed and controlled by the Board. 3.2 Number of Directors. The number of Directors constituting the entire Board shall be eleven, but such number may be increased or decreased by amendment of these Bylaws, provided however, that the number of Directors shall not be less than three. This Bylaw may be amended to increase the number of Directors to no more than fifteen as necessary in order to achieve such goals. 3.3 Classes and Term or office. There shall be three classes of directors, designated Class A, Class B, and Class C. No Class shall exceed the other Classes in size by more than one Director. If the number of Directors constituting the entire Board shall 2

3 be increased, the additional Directors and their respective successors shall be in Class A, Class B, and Class C in rotation in the order in which they are elected. Directors shall be elected in the manner provided in Section 3.5 of the Bylaws. Each Director shall hold office (i) until a successor has been elected or appointed, or (ii) until the Director s earlier death, resignation or removal. A Director may be reelected, but may not serve more than two consecutive terms. 3.4 Representation. At least 50% of the Directors should be from underrepresented/served groups. At least 50% of the Directors should be battered women/formerly battered women. At least one Director should have expertise on children s/teen s issues. The Board should represent all regions served by the Corporation. At least 51% of the Directors should belong to Organization Members. All representation goals set forth in the Bylaws are permissive guidelines only, and are not mandatory. 3.5 Election. Directors of the Corporation shall be elected by a majority vote of the Members of the Corporation having voting rights. At the 1993 annual meeting of the Members the Members shall elect all Directors. There will be three Class A Directors, four Class B Directors, and four Class C Directors elected at the 1993 annual meeting. The nominees for the Board of Directors shall be divided among the three Classes of Directors before the 1993 election. The Members may vote for three or four nominees for each Class, as appropriate. The three or four nominees in each Class, as appropriate, who receive the most votes shall be elected the Directors of that Class. At the 1994 annual meeting of the Members, and at each third annual meeting thereafter, the Members shall elect all Class A Directors. At the 1995 annual meeting of the Members and at each third annual meeting thereafter, the Members shall elect all Class B Directors. At the 1996 annual meeting of the Members, and at each third annual meeting thereafter, the Members shall elect all Class C Directors. At each annual meeting, the Members shall vote for as many nominees in each Class as there are Board positions to 3

4 be filled in that Class. The Board positions in each Class shall be filled by the nominees in each Class shall be filled by the nominees in each Class who receive the most votes. 3.6 Board Qualifications. All Directors must be an Individual Member or affiliated with an Organization Member. Directors must be committed to the mission statement, philosophy and goals of the Corporation. Directors must attend Board meetings. Failure to attend three consecutive meetings shall constitute cause for dismissal from the Board. 3.7 Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board, the Chair, or the Recorder. 3.8 Removal. A Director may be removed from office for any reason by the Board at any regular meeting or at any special meeting called for that purpose. A Director who has been dismissed may appeal the decision by sending written notice to the Membership Chair within 15 days of being dismissed. The Membership Chair shall appoint an ad hoc committee to review the dismissal within 15 days of receiving the notice of appeal. The ad hoc committee must meet within 30 days of being appointed. The decision of the ad hoc committee is final. A Director who has been dismissed may run for election to the Board in the election one year after the Director was dismissed. 3.9 Vacancies. Any vacancy in the Board may be filled by the vote of 2/3 of the Directors then in office even if less than a quorum Annual Meeting. The annual meeting of the Board shall be held at the end of June of each year Special Meetings. Special meetings of the Board may be called by any three Directors. The notice of any special meeting shall contain an agenda for the meeting. Action may be taken at a special meeting only on topics that are on the agenda for that meeting. 4

5 3.12 Notice. Notice of all Board meetings, except as herein otherwise provided, shall be given and shall be deemed delivered by deposit in the United States mails addressed to the last known business or residence address of the Board member seven days before the meeting Waiver of Notice. Every Director who attends a meeting of the Board shall be deemed to have waived any requirement of notice of such meeting, unless the Director objects on the record to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice of a Board meeting shall be deemed the equivalent of valid notice Chair. At all meetings of the Board, the Chair, or in the Chair s absence, the Chair Elect, or in the Chair Elect s absence, a Chair chosen by the Directors present, shall preside Quorum. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, a majority of the number of Directors set forth in Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of 2/3 of the Directors present at any meeting at which there is a quorum shall be the act of the Board. An attempt to make decisions by consensus shall be made. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director Contracts and Services. Directors and Officers may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Corporation, even if they are also acting as individuals, or as directors of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, or otherwise. However, any contract, transaction, or act on behalf of the Corporation in a matter in which the Director or 5

6 Officer is personally interested shall be at arm s length and shall not violate the proscriptions in the Articles of Incorporation against the Corporation s use or application of its funds for private benefit. No contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 504 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. Directors with a direct or indirect personal interest in a contract or transaction shall abstain from voting on that contract or transaction Compensation. Directors shall not receive any stated salary for their services as such, but by resolution of the Board a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of the Board. The Board shall have the power to contract for and to pay, to Directors rendering unusual or exceptional services to the Corporation, special compensation appropriate to the value of such services Presumption of Assent. A Director who is present at a meeting of the Board or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless a dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to the action with the person acting as the recorder of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Recorder of the Corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to a Director who voted in favor of such action Informal Action Without Meeting. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors then in office. 6

7 ARTICLE IV OFFICERS 4.1 Number. The principal Officers shall be a Chair, a Chair Elect, a Recorder, a Treasurer, and a Personnel Chair, each of whom shall be elected by the Board. No two or more offices may be held by the same person. 4.2 Election and Term of Office. The Chair, Chair Elect, Treasurer, and Personnel Chair shall be elected biennially by the board and the Recorder shall be elected annually by the board at its first meeting after the annual meeting of Members. Each Officer shall hold office until a successor is duly elected or until the Officer s death, resignation, or removal in the manner provided in the bylaws. No individual may hold the same office for more than three consecutive years. All Officers must be Directors. 4.3 Resignation. Any Officer may resign at any time by giving written notice to the Board, the Chair or the Recorder. The resignation shall take effect at the time the notice is received or at such later time as is specified in the notice. Unless otherwise specified in the notice of resignation, acceptance of the resignation shall not be necessary to make it effective. The resignation of an Officer shall be without prejudice to the contract rights of the Corporation, if any. 4.4 Removal. Any Officer may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an Officer shall not of itself create contract rights. 4.5 Vacancies. In case any office of the Corporation becomes vacant by death, resignation, removal, retirement, disqualification, or any other cause, 2/3 of the Directors then in office, although less than a quorum, may elect an Officer to fill such vacancy. 7

8 4.6 Chair of the Board. The Chair shall solicit agenda items from Directors and staff members and prepare the agenda for Board meetings. The Chair shall communicate pertinent Corporation business to Directors between meetings. The Chair shall assist the Executive Director with the orientation of new Directors. The Chair shall consider the barriers associated with Board meeting attendance by under served/represented groups and ensure accessibility to all Directors by considering the site, time, structure, cost and other potential barriers to attendance. The Chair shall make contact with Directors if they miss two consecutive meetings to identify potential barriers and propose potential alternatives so they can attend future meetings. The Chair shall have the power to appoint an acting Recorder and Treasurer if the Recorder or Treasurer are absent from a Board meeting. The Chair shall call meetings of the Executive Committee as needed and report on Executive Committee activities to the Board. 4.7 Chair Elect. In the absence of the Chair or in the event of the Chair s death, resignation, removal or inability or refusal to act, the Chair Elect shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon any Chair. The Chair Elect shall perform such other duties and have such authority as from time to time may be assigned to her by the Chair or by the Board. The duties of this office may be delegated by the Board to any person designated by the Board for that purpose. 4.8 Recorder. The Recorder shall present Organization Membership applications and resignations to the Board for approval, and notify the Membership Coordinator and Membership Committee Chair of Board decisions. The Recorder shall record attendance at Board meetings and send written notice to Directors after they miss their second consecutive meeting. The Recorder shall take minutes and maintain written records of the Executive Committee meetings. The Recorder shall record after they miss their second consecutive meeting. The Recorder shall take minutes and maintain written records of the Executive Committee meetings. The Recorder shall: (i) keep the minutes of the Board meetings in one or more books provided for that purpose; (ii) see that all 8

9 notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records; (iv) ensure that rules of order are maintained at Board meetings; and (v) in general, perform all duties and exercise such authority as from time to time may be delegated or assigned by the Chair or by the Board. The duties of this office may be delegated by the Board to any person designated by the Board for that purpose. 4.9 Personnel Chair. The position of Chair of the Personnel Committee shall be an office of the Corporation. The Chair of the Personnel Committee shall perform the duties of a committee Chair as set forth in section 5.7 of these bylaws Treasurer. The Treasurer shall perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to her by the Chair or by the Board. The Treasurer shall serve as Chair of the Finance Committee. The Treasurer shall submit a written report and a financial report to the Board at each meeting, present an annual budget to the Board, and submit a written report on Finance Committee activities and composition to the Board. The duties of this office may be delegated by the Board to any person designated by the Board for that purpose. If required by the Board, the Treasurer shall give a bond for the faithful discharge of the Treasurer s duties in such sum and with such surety or sureties as the Board shall determine Assistants and Acting Officers. The Board shall have the power to appoint any person to act as assistant to any Officer, or to perform the duties of such Officer whenever for any reason it is impracticable for such Officer to act personally, and such assistant or acting officer so appointed by the Board shall have the power to perform all the duties of the office to which the assistant or acting officer is appointed, except as such power may be otherwise defined or restricted by the Board. 9

10 ARTICLE V COMMITTEES 5.1 Committees of Directors. The Board by resolution adopted by 2/3 of the number of Directors fixed pursuant to the Bylaws, may create committees of Directors, each committee to consist of at least one Director elected by the Board. The committees shall to the extent provided in the resolution, the Articles of Incorporation, or the Bylaws, have, when the Board is not in session, the powers of the Board in the management of the affairs of the Corporation, except action in respect to election or Officers or the filling of vacancies in the Board or committees created pursuant to the authority granted in this section. The Board may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of the committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the Board, or any Director, of any responsibility imposed by law upon the Board of Directors. 5.2 Establishment of Board Committees. The Executive, Personnel, Finance, Planning and Fund Development Committees of the Board are hereby established. 5.3 Executive Committee. The Executive Committee shall consist of the Chair, Chair Elect, Recorder, Treasurer, and the Personnel Chair. At least one member of the Executive Committee should be from an underrepresented/served group, and at least one member of the Executive Committee should be a battered/formerly battered woman. One or more additional Directors may be appointed to the Executive Committee by the Board to meet these representation goals. All representation goals set forth in these Bylaws are permissive guidelines only, and are not mandatory. The Executive Committee shall conduct Board business as needed between Board meetings, and shall supervise and evaluate the Executive Director. The authority of the Board shall be delegated to the Executive Committee to the extent permitted by law. 10

11 5.4 Planning Committee. The Planning Committee shall consist of the Chair, the Diversity Committee Chair, the Children s Committee Chair, the Policy Steering Committee Chair, the Membership Committee Chair, the Education Committee Chair, the Battered/Formerly Battered Women s Committee Chair, and representatives from diverse groups. At least 30% of the Planning Committee members should be battered/formerly battered women or represent diverse groups. All representation goals set forth in these Bylaws are permissive guidelines only, and are not mandatory. The Planning Committee shall (i) review and make recommendations to the Board regarding proposed programs and special projects, (ii) identify and make recommendations on how to overcome barriers to the accomplishment of the Corporation s mission, goals, and objectives, (iii) ensure that the planning process includes cultural diversity and children s needs; and (iv) at least annually, define, prioritize, and evaluate the Corporation s progress regarding its mission, philosophy, goals and objectives. 5.5 Committees of Members. The Board by resolution adopted by 2/3 of the number of Directors fixed pursuant to the Bylaws, may designate one or more committees of Members, each committee to consist of volunteers who are Members or representatives of Organization Members. The Member Committees shall have such duties and powers as are specified by resolution of the Board adopted by 2/3 of the number of Directors fixed pursuant to the Bylaws. 5.6 Establishment of Member Committees. The Membership, Policy, and Education Committees are hereby established. 5.7 Committee Chairs. The Chair of each committee shall chair the meetings of that committee and submit a written report on that committee s activities and composition to the Board. The Chair of each committee shall maintain written records of the work of that committee. The Officers of the Corporation shall appoint the Chairs of the committees of Directors (except the Personnel Committee). The committee members shall elect the Chair of each committee of Members. 11

12 ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS 6.1 Contracts. The Board may authorize any Officer or Officers or agent or agents to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authorization may be general or confined to specific instances. 6.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board. Such authorizations may be general or confined to specific instances. 6.3 Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, or agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board. 6.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as may be selected by or under authority of the Board. ARTICLE VII BOOKS AND RECORDS 7.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and any committees having any authority of the Board. 12

13 7.2 Inspection of Books and Records. All books and records of the Corporation may be inspected by any Member, any Director, or the Member s or Director s agent or attorney, for any proper purpose at any reasonable time. ARTICLE VIII SEAL The Corporation shall not have a corporate seal, and in its place there shall be affixed, whenever appropriate, a statement or notation to the effect that the Corporation has no seal. ARTICLE IX FISCAL YEAR The fiscal year of the Corporation shall end on December 31. ARTICLE X VOTING UPON STOCK OF OTHER CORPORATIONS Unless otherwise ordered by the Board, the Chair shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. 13

14 ARTICLE XI PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS No Director, Officer, or employee of or member of a committee of or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. ARTICLE XII INVESTMENTS The Corporation shall have the right to retain all or any part of the securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 504 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. ARTICLE XIII AMENDMENTS The Members of the Corporation may amend the Bylaws of the Corporation by resolution adopted by a majority vote of the Members at a validly called meeting where there is a quorum of the Members. A majority of the Members shall constitute a quorum. 14

15 The Board may amend the Bylaws of the Corporation on a temporary basis only. No amendment of these Bylaws by the Board shall be effective after a validly called meeting of the Members where there is a quorum of the Members, unless the Members ratify or adopt such amendment at such meeting. ARTICLE XIV EXEMPT ACTIVITIES Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they hereafter be amended. In May 2001, the membership of the WCADV voted to approve the amendments to the WCADV Bylaws. 69 ballots in favor; 4 ballots against. The WCADV board of directors, moved to unanimously adopt the decision of the membership at its meeting of October 1, 2001: Pa Vang, Chair date 15