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Bylaws of the Wisconsin Ground Water Association

 

(Revised, March 1996 and March 2002)

Article I. Name:

  1. This organization shall be known as the "Wisconsin Ground Water Association," hereinafter referred to as WGWA.

Article II. Objectives and Purposes:

  1. WGWA focuses not on one profession, but on one basic resource--"ground water". The primary objectives of WGWA are to:

a. Promote the understanding of scientific, technical, legal and public policy aspects of ground water.

b. Provide a forum for exchange of information among ground water professionals and other interested parties on all aspects of ground water resources.

c. Disseminate information to governments, schools, and civic and professional organizations, and educate the general public regarding ground water resources.

d. Promote professional awareness and technical skills among ground water professionals.

Article III. Definitions:

  1. The definitions used in these bylaws shall be as follows unless the context requires otherwise:

a. "Approved or approval by the Board" shall mean a majority of Board members voting.

b. "Member in good standing" shall mean one whose dues are paid for that year.

c. "Past-President" shall be the person who served as president for the preceding year.

Article IV. Board of Directors of WGWA:

  1. The Board of Directors (Board)shall consist of four elected officers, the Past-President, and three appointed Directors-at-Large. The elected officers are the President, President-Elect, Secretary, and Treasurer. Only the four elected officers are voting members of the Board. The Past-President and the three Directors-at-Large are non-voting members of the Board. The Editor, and Chairpersons of established standing committees shall be non-voting advisors to the Board.
  2. Terms of elected officers have a duration of two years, commencing on January 1 and ending on December 31. The President-Elect will serve as President in the succeeding year. Elections for President-Elect are held annually, elections for Secretary and Treasurer are held in alternate years. Officers may serve more than one term. Directors-at-Large shall be appointed for a three-year term. The appointments shall be made prior to January 1 of the year they will begin their term.
  3. The President shall call and conduct meetings of the Board and of WGWA, and shall be the primary operating officer of WGWA. The President shall ensure that the WGWA web site is maintained. This shall include retaining the services of a web site administrator.
  4. The President-Elect shall be the Program Chair, shall perform the presidential duties in the absence of the President, and may be assigned other responsibilities as directed by the Board.
  5. The Secretary shall keep and report the minutes of the Board and of WGWA, shall keep and report to the Wisconsin Secretary of State any revisions or changes in the Articles of Incorporation, shall keep a list of property belonging to WGWA, and shall keep all books, correspondence, and papers relating to the business of the corporation (except those of the Treasurer). The Secretary shall be responsible for soliciting and coordinating advertisers in the Newsletter.
  6. The Treasurer shall maintain the accounts of WGWA, including: all financial transactions, dues information, tax statements, necessary reports to the IRS (both State and Federal), and funding information, and shall present a financial report at each meeting of the Board and WGWA. The Treasurer shall also keep an active membership list.
  7. Directors at-Large shall maintain active involvement in Board and WGWA activities and shall support Board activities consistent with the objectives of WGWA as specified in Article II and as prescribed by the Board.
  8. The Editor shall collect articles for the Newsletter and see to its publication on a quarterly basis. The Editor shall report to the Board.
  9. All officers and directors shall be responsible for such other duties as the Board may prescribe.
  10. Vacancies on the Board shall be filled as follows:

    a. President: The President-Elect shall become President should the position be vacant.

    b. Other vacancies on the Board shall be filled by appointment by the President with approval of the Board at its next regular meeting. The appointment of the new officer/director shall be announced in the next regular Newsletter and the new officer/director will be introduced at the next meeting of WGWA.

    c. The term of the appointed officer/director(s) shall be limited to the unexpired term of the vacated position.

  11. The regular business meetings of the Board may be attended by any member in good standing.
  12. Any officer/director may be removed from the Board by an affirmative vote of the majority of voting Board members present at an official meeting of the Board. Notice of the proposed removal will be given to members with the notice of the meeting. A minimum of 10 days notice of the Board meeting must be given. The officer/director involved will be given an opportunity to be present and be heard at the meeting at which his or her removal is considered.

Article V. Membership:

  1. Membership shall be open to all persons who have an interest in ground water resources.
  2. Conditions of membership shall be Payment of annual dues prescribed by the Board.
  3. Membership is on a January 1 to December 31 basis. The Board may authorize partial-year rates for members who join after July 1.
  4. There are two types of memberships: regular and student. Student members may join for less than the price of a regular membership. The Board may determine additional membership categories (e.g., retiree, institutional or corporate) for which the required dues payment differs from that for regular members.

Article VI. Election of Officers :

  1. The Board shall annually appoint a nominating committee to prepare a slate of candidates for officers. The slate shall be announced at a Board meeting and published in the fall Newsletter. Nominees must agree to serve if elected. Election of officers shall be by a ballot either received by mail or electronically. Those candidates who receive a plurality of ballots for each position shall be declared elected. Ties shall be decided by a majority vote of the Board. They shall take office on January 1.

Article VII. Management and Finances:

  1. The business and property of WGWA shall be managed by the Board, which shall meet as often as it deems necessary for efficient operation of WGWA, but at least twice a year. The Board is empowered to appoint from among the members of WGWA such committees as it considers necessary (e.g., program, education, Newsletter, legislative, membership) to conduct any phases of WGWA business.
  2. The operating funds of WGWA shall be derived from annual dues, any residual funds arising from advertisements, sponsored meetings and from grants, contributions and endowments.
  3. Any officer is empowered to expend funds for WGWA to an extent, and for purposes, approved by the Board. Expenditures incurred by WGWA will be reviewed by the Board on a semi-annual basis.
  4. Meetings will be held in various parts of the State.

Article VIII. Affiliation:

  1. Cooperation or affiliation with other organizations may be arranged by the Board as deemed consistent with the objectives and interest of WGWA. Any formal affiliation must first be approved by a majority of the membership. Such approval shall be solicited by mailed ballot, or e-mailed ballot, sent to all members in good standing. Ballots must be returned to WGWA within 30 days to be counted.

Article IX. Amendments:

  1. Proposed amendments to the bylaws may be made by petition to the Board signed by at least 10 percent of current members in good standing.
  2. The Board must present the petition to the membership at the next WGWA meeting. Ballots should be available at that meeting or be mailed or e-mailed out to all members prior to the meeting in order to vote on the proposed amendment.
  3. The bylaws of WGWA shall be so amended if the proposed amendment is approved by a majority of meeting or mail ballots cast by members of WGWA. Ballots must be returned to WGWA within 30 days to be counted.

Article X. Nonprofit:

WGWA shall not afford pecuniary gain, incidentally or otherwise, to its members. No part of the net earnings of WGWA shall inure to the benefit of, or be distributable to members, officers, or other private persons except that WGWA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as an educational and scientific association. WGWA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Article XI. Operational Limitations

Notwithstanding any other provisions of these articles, WGWA shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal or Wisconsin Income Tax under section 501(c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any Wisconsin or future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Revenue Law).

Article XII. Merger or Dissolution Clause:

Upon the merger of WGWA with or into another entity, the Board shall, after paying or making provisions for the payment of all liabilities of WGWA, dispose of all the assets of WGWA exclusively for the purposes of the new merged entity. Upon the dissolution of WGWA, the Board shall, after paying or making provisions for the payment of all liabilities of WGWA, dispose of all the assets of WGWA to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) for the Internal Revenue Code of 1954 (or corresponding provision of any future Wisconsin or future United States Internal Revenue Law).