CONSTITUTION ARTICLE I NAME The name of this organization shall be Department of Wisconsin, Reserve Officers Association of the United States. ARTICLE II PURPOSE The object of this Department shall be to support the National Association in supporting a military policy for the United States that will provide adequate National Security and to promote the development and execution thereof. ARTICLE III - MEMBERSHIP AND ORGANIZATION Membership and organization in this Department and the Chapters thereof shall be in accordance with and subject to the Articles contained in the Constitution and By-Laws of the National Association. Where cited Articles are silent on an issue lawfully before the body, Robert s Rules of Order shall be followed, except as otherwise approved by a majority vote of voting members present at the Department or Chapter meeting or Convention legally in session. ARTICLE IV - GOVERNMENT (1) The legislative body of this Department shall be the Department Convention. Said Convention will be held annually, at such time and place as shall be determined by the Department Executive Committee. In case of emergency, the Department Executive Committee may call special convention at its discretion at such time and place, as it may deem appropriate under the circumstances then obtaining. Advance written notice to all Department members is required prior to convening the Convention. (2) Each Department member in attendance at any Department Convention shall be a delegate at large and be entitled to one vote. (3) The affairs of this Department between Annual Department Conventions shall be administered by a Department Executive Committee. The Department Executive Committee shall be composed of the Department President, the three (3) Department Vice Presidents, six (6) Executive Committeepersons, Department Judge Advocate, the National Councilman, the immediate Past President, the Department President Elect, the Department Executive Secretary, and Department Treasurer. Each member of the Executive Committee other than the Department President Elect, Department Judge Advocate, the Department Executive Secretary, and Department Treasurer shall have one vote at any meeting of the Committee. A quorum of the Executive Committee shall consist of five (5) of the members entitled to vote. The Department Executive Committee shall meet to transact such business as may properly come before it. Department Executive Committee meetings shall be at the call of the Department President or upon petition addressed to the Department President signed by not less than three (3) 1
voting members of the current Department Executive Committee. The petition shall present their purpose and reason for requesting said special meeting. EMERGENCY GOVERNING BODY (4) In the event of a National Emergency whereby such large numbers of the members of the Department are called to active duty and as a result thereof are unable to attend either Department or National Convention in sufficient numbers to make said affirmative vote may declare an emergency exists within the Department and appoint a board of three (3) Trustees who shall become the exclusive governing body of the Department. The Trustees shall endeavor, if economically, possible, to have the Department continue functioning. The Trustees shall continue to be the sole governing body until any of the following contingencies shall occur: (a) The trustees by majority vote determine that the trusteeship shall end. (b) The Department Executive Committee or a Department Convention, when a quorum exists, shall determine that said trusteeship shall end. Upon the Trusteeship being ended, it shall be the duty of the trusteeship to give an accounting of their acts to the members of the Department. ARTICLE V OFFICERS AND DELEGATES The Department Convention shall elect the Department Officers. The following officers shall be elected to serve a two year term the Department President, whose position shall rotate between the Service Sections; Army, Sea Services, and Air Force; and the three (3) Department Vice Presidents, one each from Army, Air Force and Sea Services. The Vice President of the same branch of service as the President shall be designated the Department Senior Vice President); the following officers shall be elected to serve a three year term: six (6) Executive Committeepersons, two each from Army, Air Force and Sea Services, with three year terms. (2) In the event the President should resign or for any reason be unable to complete his/her term of office, he/she shall be succeeded by the Senior Vice President representing his/her Service Section to complete such remaining term. In the event of a vacancy of the position of Senior Vice President at the time, the Vice President of the Service Section next in the line of rotation shall be the successor without effect upon the operation of such rotation. (3) The Department Convention shall elect a Department President Elect to serve for one (1) year prior to assuming the role of Department President in the year immediately following his/her term as President Elect. The President Elect shall be a non-voting member of the Department Executive Committee. (4) The Department President shall appoint a Department Judge Advocate, Department Executive Secretary and a Department Treasurer, with the approval of the Department Executive Committee. The Department Executive 2
Secretary may appoint an Assistant Executive Secretary and the Department Treasurer may appoint an Assistant Treasurer. The appointments shall serve at the pleasure of the appointers. (5) The Department Convention shall elect a member to represent the Department on the Departments National Council of the Reserve Officers Association, to serve for the term provided by the Constitution of said National Association. Vacancies in the office of member of the National Council shall be filled by the Department Executive Committee until the next Department Convention, which shall fill the vacancy for the unexpired term. (6) The Department Convention shall elect the delegates to represent the Department at the National Convention of the Association or in lieu thereof shall provide some other manner of designation. (7) The Department Executive Committee may appoint other Department Officers, if deemed necessary to facilitate the administration of the Department. These Offices will serve at the pleasure of the Department Executive Committee, for example, Health Services, Public Relations, Historian or Chaplain. ARTICLE VI TRUSTS The real property of the Department and all property given to or held by it in trust for the purpose of the Department shall be controlled and managed by a board of three (3) Trustees or by a Corporate Trustee appointed by the Department Executive Committee. The Trustee or Trustees shall pay over the income of such property to the Department Treasurer for the purposes of the Department unless the provisions of any such gift direct its special application. ARTICLE VII - BY-LAWS Appropriate By-Laws to carry out the provisions of this Constitution may be adopted by majority vote of any Department Convention; by mail/e-mail to all members; or in the interim by two-thirds (2/3) vote of the Executive Committee subject to the final approval of the next Department Convention. ARTICLE VIII - AMENDMENTS This Constitution may be amended at any Department Convention or by mail/e-mail by two-thirds (2/3) affirmative vote, provided that the proposed amendment has been submitted to the membership or convention a minimum of one day before the day on which it is adopted. 3
BY-LAWS ARTICLE I ORGANIZATION (1) Chapter Charters. Petitions for the issuance of Chapter Charters shall be addressed to the Department, and such petitions shall be signed by not less than ten (10) persons eligible to become active members. The Charter of a Chapter shall automatically be suspended when the number of its members is less than ten (10) and be reinstated upon written request when its membership again reaches a minimum of ten (10). (2) Restrictions. No Chapter shall take any action in violation of the National Constitution and By-Laws or the Department Constitution and By- Laws, nor take any public action inconsistent with the announced policy of the National Association, or, of the Wisconsin Department. (3) Department Authority. All Chapters within the jurisdiction of this Department shall be subject to its supervision. The Department may suspend or revoke the Charter of a Chapter for violation of the National or Department Constitution and By-Laws; for violation of any provision of the Charter granted to the Chapter; or for any failure to function properly; provided however, that before suspension of any Chapter due notice in writing, clearly, setting forth the alleged reason for the suspension or revocation, will be sent to the Secretary of the affected Chapter at least thirty (30) days prior to the proposed suspension or revocation. Such notice shall provide an opportunity for the affected Chapter to appeal the action to the Department Executive Committee. An appeal of the Department Executive Committee s action may be made to the succeeding Department Annual Convention whose decision shall be final. A suspended Chapter may be reinstated by the Department Convention or Department Executive Committee when the cause for such suspension has been remedied. A Chapter whose charter is suspended or revoked shall immediately surrender its books and records to the Wisconsin Department and deposit its funds in the treasury of the Wisconsin Department. Said funds may be returned to the Chapter upon its reinstatement to good standing. ARTICLE II - DUTIES OF OFFICERS (1) The Department President shall be the Chief Executive Officer of the Department with authority to contract obligations within the APPROVED BUDGET, and to represent the Department in all matters pertinent to its affairs. He/she shall preside at the Department Convention and shall be Chairman of the Department Executive Committee. (2) The Department Vice President of the same branch of service as the President shall assume duties and have the powers of the Department President in the absence of or disability of the President, and shall perform such other duties as the Department Executive Committee may direct. The remaining two Department Vice Presidents shall be assistants to, and serve under the direction of the Department President. 4
(3) The Department Executive Secretary shall keep the minutes of the Department Convention and Department Executive Committee; manage and implement the voting process; and conduct the correspondence of the Department. (4) The Department Treasurer receives and deposits all monies and receipts; makes all disbursements within the approved budget supported by receipts or other written explanation; invests department funds as directed by the Executive Committee; keeps and maintain records of all financial transactions, and renders financial and operating statements at the Department Convention, Department Executive Committee meetings, and at such other times as required. All financial records shall be available for inspection, audit, or other condition as required by the Executive Committee. He/she shall be the custodian of all current Department financial records and assets. He/she will prepare and submit for approval by the Executive Committee, a Department budget which includes input from Department officers and committees. He/she shall file all required government or organizational financial reports as required on a timely basis. Electronic/computer means may be used to maintain and transmit information. (5) The Department Judge Advocate shall be the legal advisor to the Department Officers, the Department Executive Committee, and any Department Convention. (6) The Department Executive Committeepersons shall perform any such duties as are warranted by Department Executive Committee members and should take an active advisory role to the President. (7) The Department President Elect shall assist the Department President in all functions and duties said Department President is called upon to perform to include, but not be limited to, attending Department, Executive, and Chapter meetings as appropriate. The Department President Elect will be kept abreast of all Department matters by maintaining liaison with the Department President and Department Executive Secretary. (8) Other duties as may be determined by the Department Convention or Executive Committee from time to time to facilitate the effective administration of the Department. ARTICLE III - FINANCE (1) The fiscal year of this Department shall begin of the first day of April each year. The revenue of this Department shall be derived from any dues allocations received from National ROA to the Department, local dues, advertising, interest, investments, contributions, or other sources approved by the Department Convention, or Department Executive Committee. Nothing herein shall preclude the Department Executive Committee from making payments or loans to Chapters as they so deem advisable. (2) Chapters declared INACTIVE by the Department Executive Committee 5
shall forfeit any and all monies in bank accounts or treasuries to the Department during such inactive status. Such monies shall be deposited in the Department general funds and not returned. ARTICLE IV OFFICIAL PUBLICATION (1) The official publication of the Department of Wisconsin shall be known as The Wisconsin Reservist, or by such other appropriate title as may be selected by the Department Executive Committee. (2) The Department Executive Committee shall set the policy for the official publication of the Department. (3) The Department Executive Secretary may be the Editor for any official publications of the Department, or he may appoint an Editor with the approval of the Executive Committee. (4) The Editor of any official publication of the Department shall manage and direct publication, composition, printing and distribution of the official publication of the Department by regular mail, electronic means, or any other efficient method or manner so as to provide quality communications for the membership. ARTICLE V RESOLUTIONS (1) Resolutions may be initiated by individual members, Chapters, Department Service Sections, or Department Committees and submitted to a Resolutions Committee so as to arrive not later than the Saturday prior to any Department Convention or Department Executive Committee for adoption. (2) Resolutions concerning Department Constitution and By-Laws should be submitted to a Department Constitution and By-Laws Committee for final submission to the Department Convention for adoption. (3) Exceptions from the prescribed resolutions process may be made for resolution determined by the Department President, which cover Time Sensitive Issues. ARTICLE VI STANDING COMMITTEES (1) There shall be the following standing committees which shall act in an advisory capacity to the Department Convention and to the Department Executive Committee or as directed by proper authority: (a) Army Affairs Committee (b) Sea Services Affairs Committee (c) Air Force Affairs Committee (h) Nominating Committee 6
Other committees may be established from time to time based on specific needs, situations or desire of the Department Executive Committee. This may include, but not be limited to, such committees as: Constitution and By-Laws Committee ROTC Committee Resolutions Committee Awards Committee Membership Committee Health Services Committee (2) The Department President shall appoint the Chairman of all standing committees. The Department Vice President shall serve as Chairman of their respective service affairs committee. The power to appoint gives the power to relieve for cause subject to the approval of the Department Executive Committee. ARTICLE VII ORDER OF BUSINESS The order of business should follow the general order of business guidelines as found in current Roberts Rules of Order, however the order of business may be ADJUSTED by the Chair to fit the needs of the convention schedule. ARTICLE VIII AMENDMENTS These By-Laws may be amended at any annual Department Convention or by mail/e-mail by a majority affirmative vote, provided that the proposed amendment has been submitted to the Convention or membership before the day on which it is adopted. 7