The By-Laws of the Western District of Wisconsin Bar Association
ARTICLE I – Name and Incorporation
ARTICLE II – Definitions
ARTICLE III – Purposes
ARTICLE IV – Federal Tax Exempt Status
ARTICLE V – Members
ARTICLE VI – Initiation Fee, Dues and Donations
ARTICLE VII – Board of Governors
ARTICLE VIII – Officers
ARTICLE IX – Committees
ARTICLE X – Vacancies
ARTICLE XI – Dissolution
ARTICLE XII – Fiscal Year
ARTICLE XIII – Articles of Incorporation, By-Laws, and Amendments
On July 20, 1992, the Association was incorporated as The Western District of Wisconsin Bar Association. The following by-laws were originally adopted on August 15, 1992, and amended on June 24, 1993, November 16, 1999, June 6, 2002 and May 21, 2010.
ARTICLE I
NAME AND INCORPORATION
The name of this corporation shall be the Western District of Wisconsin Bar Association, Inc., and may also be referred to as the Western District of Wisconsin Bar Association. It is incorporated as a non-stock corporation under the laws of the State of Wisconsin.
ARTICLE II
DEFINITIONS
The following words shall have these respective meanings:
(i) “Association” means the Western District of Wisconsin Bar Association.
(ii) “District Court” means the United States District Court for the Western District of Wisconsin.
(iii) “Admitted Attorney” means an attorney who is enrolled on the roll of attorneys of the District Court.
(iv) “Member” means a Member of this Association.
ARTICLE III
PURPOSES
The purposes of this Association are as follows:
(i) To promote the improvement of the administration of justice, and to reduce costs and delay in litigation, and to make recommendations to the District Court to that end.
(ii) To assist the District Court in compiling and maintaining a current list of counsel willing to undertake pro bono representations and willing to serve as mediators.
(iii) To educate the bar and the public as to the practices and procedures of the District Court, and to promote civility amongst litigants, the bar and the Court.
(iv) To assist the District Court in such other ways as it may request.
ARTICLE IV
FEDERAL TAX EXEMPT STATUS
4.1 Limited Purpose. The Association is organized and may be operated for any and all lawful purposes authorized by Chapter 181 of the Wisconsin Statutes. However, said purposes shall be limited to purposes within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United Sates Internal Revenue Law).
4.2 Benefit of Earnings to Officers. No part of the earnings of the Association shall inure to the benefit of, or be distributed to its Members, officers, any member of the Board of Governors, agents or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
4.3 Restricted Activities. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association 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. Notwithstanding any other provision of these By-Laws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United Sates Internal Revenue Law). Nothing in these By-Laws shall prohibit the Association from expressing its views to members or committees of Congress or representatives of the Judicial or Executive Branches of the United States Government on matters related to the purposes of the Association or the professional interests of the Members.
ARTICLE V
MEMBERS
5.1 Eligibility. All Admitted Attorneys shall be eligible for membership in the Association.
5.2 Classes of Members.
(i) Active Members. All dues paying Members who are admitted to practice before the United States District Court for the Western District of Wisconsin.
(ii) Honorary Members. Honorary Members shall be the Judges of the District Court, Bankruptcy Judges, Magistrate Judges of the District Court, the Clerk of the District Court, the Clerk of the Bankruptcy Court and such other persons, whether Admitted Attorneys or not, who may from time to time be elected to be Honorary Members by the Board of Governors.
5.3 Voting Rights. All Active Members shall be entitled to one vote each, to be cast in person or, upon approval of the Board of Governors, by mail ballot upon any question presented at any annual or special meeting of the Association. Honorary Members shall have no voting rights.
5.4 Manner of Acting. The affirmative vote of a majority of such Members voting pursuant to Article 5.3 above shall be the act of the Members, unless the vote of a greater number is required by statute, the articles of incorporation, or these by-laws.
5.5 Meetings.
(i) Annual Meeting. The annual meeting of the membership shall be held each year at such place designated by the Board of Governors.
(ii) Special Meetings. Special meetings of the membership may be held at any time or place as may be designated by the President or a majority of the Board of Governors (other than ex officio members).
5.6 Notice of Meetings. Written notice stating the place, date, and hour of any meeting of Members shall be given in person or by mail to each Member not less than thirty days before the date of the Annual Meeting, and not less than five days before the date of any Special Meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, in a sealed envelope addressed to a Member at his or her address shown on the records of the Association.
5.7 Termination of Membership.
(i) Non-payment of Dues. The membership of any Active Member who fails to pay his or her dues (as provided in Article VI) within three months after the due date thereof shall thereupon terminate, subject to readmission on such terms as the Treasurer may fix.
(ii) Suspension and Expulsion. The Board of Governors by affirmative vote of two-thirds of all the members of the Board may suspend or expel a Member for cause (other than non-payment of dues) after an appropriate hearing, and may, by a majority vote, terminate the membership of any Member who becomes ineligible for membership.
5.8 Resignation. Any Member may resign by providing a written resignation to the Secretary. A resignation shall not relieve the Member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid but payment of such dues or other charges may be waived by the Treasurer.
5.9 Transfer of Membership. Membership in this Association is not transferable or assignable.
ARTICLE VI
INITIATION FEE, DUES AND DONATIONS
6.1 Initiation Fee. There shall be no initiation fee.
6.2 Dues. Active Members shall pay annual dues in such amounts as may from time to time be set by the Board of Governors. No dues shall be payable by (a) Honorary Members, (b) Members who are judges or retired from the practice of law, (c) Members during the period they are discharging duties in the military services of the United States, and (d) such other Members as the Board of Governors may from time to time specify. Dues shall be payable annually upon presentation of notices by the Treasurer at the beginning of each fiscal year of the Association.
6.3 Donations. The Association may accept gifts and bequests for the accomplishment of its objectives.
ARTICLE VII
BOARD OF GOVERNORS
7.1 Membership. The Association shall be governed by a Board of Governors (of which the President shall serve as Chair). The Board of Governors shall consist of (a) those persons currently holding the offices of President, Vice-President, Secretary, Treasurer, and Immediate Past President, (b) nine Members At Large, and (c) the Clerk of the District Court. All other former Presidents of the Association shall be ex officio members of the Board of Governors for a period not to exceed five years from the termination of his or her respective term of office.
7.2 Terms of Office. The President, Vice-President, Secretary, Treasurer and Immediate Past President shall each serve for a term of one year. After the initial term of the three Members serving for a one-year term and the three Members serving for a two-year term, the Members At Large shall each serve for a term of three years. The terms of the Members At Large shall be staggered so that three Members At Large shall be elected each year.
7.3 Authority. The Board of Governors shall manage and govern the Association to the end that the objectives of the Association may be implemented.
7.4 Manner of Acting. The vote of a majority of the members of the Board of Governors present at a meeting at which a quorum is present shall be the act of the Board of Governors, unless the act of a greater number is required by statute, the articles of incorporation, or these by-laws. Participation by telephone constitutes presence at the meeting within the meaning of this provision.
7.5 Quorum. A quorum of the Board of Governors shall consist of one-third of the Board of Governors (except ex officio members).
7.6 Meetings. The Board of Governors shall meet no less than four times during each fiscal year at such times and places as may be designated by the President. Meetings of the Board of Governors shall also be called by the President at the request of three members (other than ex officio members) of the Board at a time and place selected by the President not more than thirty days from the date on which the President receives such request.
7.7 Notice. Notice of each meeting of the Board of Governors stating the place, date and hour thereof shall be given no fewer than five days before the meeting.
7.8 Resignation. A member of the Board of Governors may resign by providing written notice to the Association thirty days prior to the effective date of such resignation.
7.9 Removal. A member of the Board of Governors may be removed after an appropriate hearing by the affirmative vote of two-thirds of all the members of the Board of Governors whenever in its best judgment the best interest of the Association would be served thereby.
7.10 Depositories and Checks. The Board of Governors shall designate a depository or depositories for the funds of the Association and specify the manner in which the checks upon such funds shall be executed in the name of the Association.
7.11 Compensation. Members of the Board of Governors shall not receive any stated salaries for their services, but by resolution of the Board of Governors, expenses of attendance, if any, may be allowed for each meeting of the Board, provided that nothing herein contained shall be construed to preclude any member of the Board of Governors from serving the Association in any other capacity and receiving reasonable compensation therefor.
ARTICLE VIII
OFFICERS
8.1 Enumeration. The officers shall consist of a President, Vice-President, Secretary, Treasurer, the Immediate Past President, and such other officers as the Board of Governors may from time to time elect.
8.2 Duties.
(i) President. The President shall be the principal executive officer of the Association. Subject to the direction and control of the Board of Governors, the President shall be in charge of the business and affairs of the Association. The President shall preside at all meetings of the Members and the Board of Governors.
(ii) Vice-President. The Vice-President shall assist the President in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time the President or the Board of Governors may assign. In the absence of the President or in the event of his or her inability or refusal to act, 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.
(iii) Treasurer. The Treasurer shall be the principal accounting and financial officer of the Association. He or she shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the Association; (b) have charge and custody of all funds and securities of the Association, and be responsible therefor, and for the receipt and disbursement thereof; and (c) 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 President or by the Board of Governors.
(iv) Secretary. The Secretary shall record the minutes of the meetings of the Members and the Board of Governors; see that all notices are duly given in accordance with these by-laws and as required by law; be custodian of the corporate records and the seal of the Association; keep a register of the post office address, telephone number and facsimile number of each Member which shall be furnished to the Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Governors.
(v) Immediate Past President. The Immediate Past President shall perform such duties as from time to time may be assigned to him or her by the President or the Board of Governors.
8.3 Election of Officers. The Vice-President shall become the President for the next fiscal year. The Vice-President, the Secretary and the Treasurer shall be elected annually by the membership. The Vice-President and the Secretary shall assume office upon election; the Treasurer shall assume office on the first day of July following his or her election and shall serve until the thirtieth day of June the following year.
8.4 Compensation. Officers shall not receive any compensation for their services, provided that nothing herein contained shall be construed to preclude officers from serving the Association in any other capacity and receiving reasonable compensation therefor.
8.5 Removal. Any officer may be removed by a two-thirds vote of all the members of the Board of Governors after an appropriate hearing whenever in its judgment the best interest of the Association would be served thereby.
8.6 Resignation. Any officer may resign by providing written notice to the Association thirty days prior to the effective date of such resignation.
ARTICLE IX
COMMITTEES
9.1 The Executive Committee. The officers shall constitute the Executive Committee of the Association. The President shall serve as Chair of the Executive Committee, which shall have power to manage and control the affairs of the Association between meetings of the Board of Governors.
9.2 Standing Committees. The Association shall have the following standing committees:
(i) Pro Se/Pro Bono
(ii) Courthouse/Equipment & Facilities
(iii) Membership
(iv) Court Rules, Practice & Procedure
(v) Communications
(vi) Criminal Law
Each year the President shall appoint for each such committee a Chairperson. Each such person shall serve a one-year term commencing on the first day of July after the President appointing him or her has succeeded to that office.
9.3 Nominating Committee. The Association shall have a Nominating Committee which each year shall nominate a slate of candidates for the offices of the Association and the positions of Members At Large of the Board of Governors. Each year the Nominating Committee shall consist of the officers of the Association as set forth in Article VIII, above. The Immediate Past President shall serve as a Chair of the Nominating Committee.
9.4 Other Committees. The Board of Governors may, in its discretion, create other committees and define their duties. The President may appoint special and temporary committees.
ARTICLE X
VACANCIES
A vacancy in any office (except Immediate Past President) or in the Board of Governors shall be filled by the Board of Governors. Vacancies in the office of any committee Chair shall be filled by the President. Each such vacancy shall be filled for the unexpired portion of the term of the position becoming vacant.
ARTICLE XI
DISSOLUTION
No money or property held by the Association, whether derived from the contributions of Members or otherwise, shall revert to the Members directly or indirectly, upon dissolution of the Association. In the event of such dissolution by its Members or otherwise, the net assets of the Association shall be paid into the Lawyers’ Fund of the Court. If the Lawyers’ Fund of the Court does not exist or is no longer a qualified exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986 at the date of the Association’s dissolution, then the net assets of the Association will be paid to a legal aid or public interest litigation foundation that qualifies as a section 501(c)(3) organization.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Association shall commence on July 1 and end June 30 of each year.
ARTICLE XIII
ARTICLES OF INCORPORATION, BY-LAWS AND AMENDMENTS
13.1 Articles of Incorporation and By-Laws. The Articles of Incorporation and these By-Laws shall constitute the entire governing law of the Association.
13.2 Amendments. The By-Laws may be amended (a) by a majority vote of the Members present at any Annual Meeting or any Special Meeting of the Association called for that purpose, or (b) by a two-thirds vote of the members of the Board of Governors present at any regular or special meeting of the Board.