The By-Laws of the Western District of Wisconsin Bar
Association
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, and June 6, 2002.
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.
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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.
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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.
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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.
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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.
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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.
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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.
(i) (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.
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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) Alternative Dispute Resolution (ADR)
(iii) Courthouse/Equipment & Facilities
(iv) Membership
(v) Court Rules, Practice & Procedure
(vi) Communications
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.
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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.
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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.
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ARTICLE
XII
FISCAL YEAR
The fiscal year of the Association shall commence on July
1 and end June 30 of each year.
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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.
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