REV 12-12-2020 THIS IS THE LATEST REVISION AS OF 12-12-2020 WISCONSIN TRADITIONAL ARCHERS, INC. BY-LAWS ARTICLE 1 IDENTIFICATION Section 1.01 Name The name of the corporation shall be Wisconsin Traditional Archers, Inc. Section 1.02 Principal Offices The corporation may have such principal office as the Board of Directors may designate, or as the corporation’s activities require from time to time. Section 1.03 Registered Agent and Office The Corporation’s registered agent may be changed from time to time by or under the authority of the Board of Directors. The address of the Corporation’s registered office may be changed from time to time by or under the authority of the Board of Directors, or by the registered agent. The office of the corporation’s registered agent shall be identical to the registered office. Section 1.04 Place of Keeping Corporate Records The records and documents required to be kept by the corporation shall be kept at the corporation’s principal office. ARTICLE 2 PURPOSE Section 2.01 Purpose of Corporation To promote responsible and ethical bowhunting practices and to support other archery organizations who do the same. To bring together people with a common interest and appreciation of traditional archery equipment and methods for the purpose of increasing their knowledge, skill and enjoyment of traditional archery. To support activities that preserve our hunting and our traditional bowhunting heritage. And to insure continuation into the future the traditions and skills passed down by those bowmen who came before us. Section 2.02 Status of Corporation The corporation shall operate as a non-stock, non-profit organization. ARTICLE 3 MEETINGS IN GENERAL Section 3.01 Procedure At all times when the corporation as a whole or any part thereof, including meetings of the Board of Directors, officers and membership, is duly and formally convened for the purpose of deliberation and transaction of business ROBERTS RULES OF ORDER AND PROCEDURE shall govern the meetings on all matters relating order and procedure, including nominations and elections. ARTICLE 4 MEMBERSHIP Section 4.1 Composition of Members The corporation shall consist of members dedicated to bowhunting and archery and who have an interest in traditional archery equipment. Section 4.2 Membership Dues Membership dues shall be determined by the Board of Directors and approved by a majority of the members present at an annual meeting. A family membership shall include the parent(s) and all children under the age of 18 at the time the membership dues are paid. Section 4.3 Suspension, Expulsion or Termination of Membership A member shall be suspended from membership in the corporation whenever he or she is in default in payment of annual dues to the corporation. A member may be suspended from membership by the Board of Directors for any cause whatever whenever the Board shall deem the member undesirable. Suspension of membership shall never be based on sex, religion, race or national origin. Any conduct of a member which is detrimental to the best interest of the corporation, or is likely to become so, shall be considered just cause for terminating membership. The action of the Board of Directors may be reviewed by the membership at the next regular membership meeting at which time, the member so suspended shall be reinstated or expelled by a majority vote of the members present. Section 4.4 Regular Membership Meetings The regular meetings of the members of this corporation shall be held at least annually, at such place in the State of Wisconsin as shall be designated by the Board of Directors of this Corporation each year, and at the time so designated by the Board of Directors, for the purpose of electing officers and directors for the ensuing year, for listening to the reports of officers, directors and committees, if any, and of transacting such other business as may properly and regularly come before such meeting. Section 4.5 Special Meetings Special membership meetings may be called: (1) by the President; (2) by a majority of the Board of Directors; or (3) by the President or Secretary upon the written request of at least then (10%) percent of the membership. Upon delivery to the President or Secretary of a written request pursuant to (3) above, stating the purpose or purposes of the requested meeting, dated and signed by the persons entitled to request such a meeting, it shall be the duty of the officer to whom the request is delivered to give, within 30 days of such delivery, notice of the meeting to the membership. Notice of any special meetings shall be given in the manner provided in Section 4.7 of these By-Laws. Only business within the purpose described in the special meeting notice shall be conducted at a special membership meeting. Section 4.6 Place of Meeting The Board of Directors may designate any place, within the State of Wisconsin, as the place of meeting for any annual or special membership meeting or any adjourned meeting. The Board of Directors may designate any place, either within or outside the State of Wisconsin, as the place of meeting of the Board of Directors. If no designation is made by the Board of Directors, the place of meeting shall be the corporation’s principal office. Section 4.7 Notice of Meetings The Corporation shall notify each member who is entitled to vote at the meeting, of the date, time and place of each annual or special membership meeting. In the case of special meetings, the notice shall also state the meeting’s purpose. The meeting notice shall be given not less than 10 days nor more than 60 days before the meeting date. Notice may be given orally or communicated in person, or by United States Mail, telephone, telegraph, teletype, facsimile, email, other form of wire or wireless communication, or private carrier. Written notice, if mailed, is effective when mailed; and such notice may be addressed to the member’s address shown in the corporation’s current record of members. Written notice provided in any other manner is effective when received. Oral notice is effective when communicated. Section 4.8 Waiver of Notice A member may waive notice of any membership meeting, before or after the date and time stated in the notice. The waiver must be in writing, contain the same information that would have been required in the notice (except that the time and place of the meeting need not be stated), be signed by the member and be delivered to the corporation for inclusion in the corporate records. A member’s attendance at a meeting waives objection to lack of notice or defective notice, unless the member at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting. Section 4.9 Quorum and Voting Requirements Only members over the age of 18 years may vote on any issues brought before the membership at either a regular or special meeting. At least 40 members who have been in good standing for 30 days or more. Section 4.10 Order of Business at Meetings The Order of business at any membership meeting shall be as follows: 1. Roll call. 2. Proof of proper notice of meeting or receipt of waiver of notice. If a quorum is present, the meeting shall continue with the following items of business: 3. Approval of minutes of preceding meeting, unless dispensed with by unanimous consent. 4. Board of Directors’ report, if any. 5. Officers’ report, if any. 6. Committee reports, if any. 7. Election of Directors, if necessary. 8. Unfinished business, if any. 9. New business, if any. The order of business at any meeting may, however, be changed by the vote of those adult members in attendance. The chairperson of the meeting may designate a corporate officer or any other person in attendance to keep and prepare minutes of the meeting. ARTICLE 5 BOARD OF DIRECTORS Section 5.01 General Powers The corporation’s powers shall be exercised by or under the authority of, and its business and affairs shall be managed under the direction of its Board of Directors, subject to any limitation set forth in the Articles of Incorporation. Section 5.02 Election Directors shall be elected by the membership at each annual membership meeting. Each director must be at least 18 years of age, and is elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. Section 5.03 Number, Tenure and Qualifications The number of Directors of the corporation shall be12.
A director may be removed from office by a vote of the members taken at any membership meeting called for that purpose, provided that a quorum is present. A director may resign at any time by delivering his or her written resignation that complies with the provisions of chapter 181, Stats., to the Board of Directors, the chairperson of the Board of Directors, or the corporation. Directors need not be residents of the State of Wisconsin. The President of the corporation shall serve as Chairman of the Board of Directors, and in the President’s absence, the Vice-President shall serve, and in the absence of both, whichever director the Board shall elect. Section 5.04 Regular Meetings A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after the annual membership meeting. The place of the regular Board of Director’s meeting shall be the same as the place of the membership meeting that precedes it, or such other suitable place as may be announced at the membership meeting. The Board of Directors may provide, by resolution, the time and place, either within or outside the State of Wisconsin, for the holding of additional regular meetings. Section 5.05 Special Meetings Special meetings of the Board of Directors may be called or at the request of the Chairperson of the Board, if any, or by the Secretary or any two Directors. The Person or persons authorized to call special Board of Director’s meeting may fix any place, either within or outside the State of Wisconsin, as the place of holding any special board meeting called by them, and if no other place if fixed, the meeting place shall be the corporation’s principal office in the State of Wisconsin, buy any meeting may be adjourned to reconvene at any place designated by vote of a majority of the directors in attendance at the meeting. Section 5.06 Notice of Meetings; Waiver of Notice Notice of each Board of Director’s meeting shall be delivered to each director at his or her address as the director shall have designated in writing and filed with the Secretary. Notice may be given orally or communicated in person, by telephone, telegraph, teletype, facsimile, or other form of wire or wireless communication, or private carrier. Notice shall be given not less than 48 hours before the meeting being noticed, or 72 hours before the meeting being noticed if the notice is given by mail or private carrier. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail, or delivered to the private carrier. Oral notice is effective when communicated. A director may waive notice required under this section or by law at any time, whether before or after the time of the meeting. The waiver must be in writing, signed by the director, and retained in the corporate record book. The director’s attendance at or participation in a meeting shall constitute a waiver of notice of the meeting, unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transaction at nor the purpose of any regular or special board of director’s meeting need be specified in the notice or waiver of notice of the meeting. Section 5.07 Quorum Requirement Six (6) of the directors required in Section 5.03 shall constitute a quorum for the transaction or business at any Board of Director’s meeting. Section 5.08 Voting Requirement The affirmative vote of the Section 5.09 Conduct of Meetings The Chairperson of the Board of Directors, and in his or her absence, a Vice-President, shall call Board of Directors’ meetings to order and shall act as chairperson of the meeting. The corporation’s Secretary shall act as secretary of all Board of Director’s meetings, but in the Secretary’s absence, the presiding officer may appoint any assistant secretary, director or other person present to act as secretary of the meeting. The Chairperson of the meeting shall determine if minutes of the meeting are to be prepared, and if minutes are to be prepared, shall assign a person to do so. Section 5.10 Vacancies Any vacancy occurring on the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled by the membership. During such time as the membership fails or is unable to fill such vacancies, then and until the membership act the vacancy may be filled: (1) by the Board of Directors; or (2) if the Directors remaining in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all Directors remaining in office. Section 5.11 Committee The Board of Directors may create and appoint members to one or more committees, by a resolution approved by the greater of the following: (1) A majority of the Directors in office when the action is taken; or (2) The number of Directors required to take action under Section 4.08 of these By-Laws. Each committee shall consist of two or more directors and shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. To the extent provided in the resolution as initially adopted and as thereafter supplemented or amended by further resolution adopted by a like vote, each committee shall have and may exercise, when the Board of Directors is not in session, the power of the Board of Directors in the management of the corporation’s business and affairs, except that a committee may not: (1) Authorize distributions, (2) Approve or proposed to the membership action requiring membership approval, without first obtaining the written approval of a quorum of the Board of Directors; (3) Appoint the principal officers; (4) Amend Articles of Incorporation or amend, adopt or repeal By-Laws; (5) Fill vacancies on the Board of Directors or on committees created pursuant to this section, unless the Board of Directors, by resolution, provides that committee vacancies may be filled by a majority of the remaining committee members. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place or any absent member or members at any meeting of the committee, upon the request of the president or of the chairperson of the meeting. Each committee shall fix its own rules governing the conduct of its activities and shall make such report of its activities to the Board of Directors as the board may request. Section 5.12 Action Without a Meeting Any action required or permitted by the Articles of Incorporation or these By-Laws, to be taken by the Board of Directors at a board meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the directors entitled to vote on the subject matter of the action and retained in the corporate records. Action taken pursuant to written consent shall be effective when the last Director signs the consent or upon such other effective date as specified in the consent. Section 5.13 Virtual Meeting Any board meeting may be conducted solely by one or more means of remote communication through which all of the Directors may participate with each other during the meeting, if the number of Directors participating in the meeting would be sufficient to constitute a quorum. Participation in a meeting by that means constitutes presence in person in the meeting. Section 5.14 Emergency Bylaws In the case of an emergency as defined in Chapter 181, Wis. Stats. the corporation’s President and Board of Directors is authorized to manage the corporation in the emergency and waive any bylaw requirements relating to procedures for calling a meeting, quorum requirements for the meeting, and designation of additional or substitute directors. Emergencies could include natural disasters, war, or pandemics. ARTICLE 6 OFFICERS Section 6.01 Number and Titles The corporation’s principal officers shall be a President, a Vice-President, a Secretary and a Treasurer. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary, and the offices of President and Vice-President. Each officer must be at least 18 years or age. Section 6.02 Election and Tenure The officers shall be elected by the Board of Directors from their own body. The officers elected must have served at least one (1) year on the Board of Directors before they could be elected to serve as officers, excepting the office of Secretary and Treasurer. Each officer shall hold office for a period of one (1) year, or until his or her successor shall have been duly elected and have qualified, or until the officer’s prior death, resignation or removal. Section 6.03 Removal The Board of Directors may remove any officer by a vote of the majority of the Board of Directors at any regular or special meeting. Section 6.04 Resignations Any officer may resign at any time by giving written notice to the corporation, the Board of Directors, the President or the Secretary. Any such resignation shall take effect when the notice of resignation is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Section 6.05 Vacancies A vacancy in any office because of death, resignation, removal, disqualification or other reason shall be filled in the manner prescribed for regular election to the office for the term remaining in the vacant office. Section 6.06 Powers, Authority and Duties Officers of the corporation shall have the powers and authority conferred and the duties prescribed by the Board of Directors. Section 6.07 The President The President shall preside as Chairperson of the Board at all membership or Directors’ meetings at which he or she is present. The Chairperson of the Board shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject, however, to the Board’s control. The Chairperson of the Board of Directors shall from time to time report to the Board all matters within his or her knowledge that the corporation’s interests may required to be brought to the Board’s notice. The President shall be the corporations’ chief executive officer and, subject to the Board of Directors’ control, shall: (1) Superintend and manage the corporation’s business; (2) Coordinate and supervise the work of its other officers; (3) Employ agents, professional advisors and consultants; (4) Perform all functions of a general manager of the corporation’s business; (5) In general, perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 6.08 The Vice-President In the President’s absence, or in the event of his or her death or inability or refusal to act, or if for any reason it shall be impractical for the President to act personally, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. Section 6.09 The Secretary The Secretary shall: (1) Keep any minutes of the membership and of the Board of Directors and its committees in one or more books provided for that purpose; (2) See that all notices are duly given in accordance with these By-Laws; (3) Be custodian of the corporation’s corporate records and see that the books, reports, statements and all other documents and records are properly kept and filed; (4) In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President. Section 6.10 The Treasurer The Treasurer shall: (1) Have charge and custody of, and be responsible for, all of the corporation’s funds; receive and give receipts for monies due and payable to the corporation from any source whatsoever; deposit all such monies in the corporation’s name in such banks, financial institutes, trust companies or other depositories as shall be selected in according with the provisions of these By-Laws; cause such funds to be disbursed by checks or drafts on the corporation’s authorized depositories; and be responsible for the accuracy of the amounts of, and cause to be preserved property vouches for, all monies disbursed; (2) Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all of the corporation’s financial transactions from the officers or agents transacting the same; (3) Keep at the corporation’s principal office, or such other office or offices as the Board of Directors shall from time to time designate, correct records of the corporation’s funds, business and transactions and exhibit those records to any director of the corporation upon request; (4) Deliver to the Board of Directors, the Chairperson of the Board, or the President whenever requested an account of the corporation’s financial condition and of all his or her transactions as Treasurer, and as soon as possible after the close of each fiscal year, make or cause to be made and submit to the Board a like report for that fiscal year; (5) In general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President. ARTICLE 7 FISCAL POLICY, CHECKS, DRAFTS, DEPOSITS, CONTRACTS AND LOANS Section 7.01 Fiscal Policy Revenue sources shall be membership dues, donations, benefit shoots or other similar activities as determined by the membership. All monies or other assets coming into or belonging to the corporation shall be used only for the purposes of promoting, developing and advancing the purposes for which this corporation is created, less necessary operating and other actual expenses. No member shall received, be paid, or charge any salary as such. Expenses of members incident to activities on behalf of the corporation may be paid at the direction of the Board of Directors. Section 7.02 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, or notes or other evidences of indebtedness issued in the corporation’s name, shall be signed by such officer or officers of the corporation in such a manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors. Section 7.03 Deposits All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation’s credit in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors. Section 7.04 Contracts The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute or deliver any instrument in the corporations’ name and on its behalf. The authorization may be general or confined to specific instruments. When an instrument is so executed, no other party to the instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers, or agent or agents. Section 7.05 Loans No indebtedness for borrowed money shall be contracted on the corporation’s behalf and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. The authorization may be general or confined to specific instances. ARTICLE 8 IDEMNIFICATION Section 8.01 Indemnification The corporation shall, to the fullest extent authorized by chapter 181, indemnify any director or 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 not be deemed to exclude any other rights to which the director or officer may otherwise be entitled. The corporation shall, to the fullest extent authorization by chapter 181, indemnify any employee who is not a director or officer of the corporation, to the extent the employee has been successful in the merits or otherwise in defense of a proceeding, for all 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 chapter 180, indemnify, reimburse or advance expenses of directors or officers. If required to do so by law, the corporation shall report the indemnification of or advance of expenses to the directors or officers in writing to members with or before the notice of the next membership meeting. ARTICLE 9 AMENDMENTS Section 9.1 By Membership The By-Laws of this corporation may be added to, amended or repealed in whole or in part by a majority vote of the members present at any membership meeting; provided however, written notice of the intention to add to, amend, and/or repeal the By-Laws, in whole or in part, shall have been given to each member of record at least twenty (20) days prior to such meeting of the membership. The By-Laws may be added to, amended and/or repealed in whole or in part at any regular or special meeting, without notice, by a vote of at least two-thirds (2/3) of the members present. Section 9.2 By Directors By a vote of at least two-thirds (2/3) of the Directors, the Board of Directors may amend or repeal these By-Laws or adopt new By-Laws; but no By-Law adopted or amended by the membership shall be amended or repealed by the Board if the By-Law adopted so provides. Adopted as modified by the Board of Directors December 12, 2020. |