Bylaws
ARTICLE 1 - NAME AND PURPOSE
Section 1 - Name: The name of the organization shall be Wisconsin Climbers Association (WCA). It shall be a nonprofit organization incorporated under the laws of Wisconsin.
Section 2 - Purpose: The WCA is organized exclusively for charitable, scientific, and education purposes. The purpose of this corporation is to serve as a voice for Wisconsin climbers. The WCA fosters connections within the climbing community, and addresses access issues while promoting stewardship of the land.
ARTICLE 2 - MEMBERSHIP AND MEETINGS OF MEMBERS
Section 1 - Membership: Voting members, termed member-donor, shall be open to all members of the climbing community who support the purpose stated in Article 1, Section 2. Member-donor status shall be granted upon completion of (1) an annual dues donation to WCA; or (2) an annual Access Fund-WCA joint membership donation.
Section 2 - Annual Dues Donation: The minimum amount required for annual dues is $25, unless changed by a two-thirds vote of the board of directors. Any donation that qualifies for an Access Fund-WCA joint membership also meets the annual dues requirement. Continued membership is contingent upon being up to date on annual dues.
Section 3 - Rights Of Member-Donors: Each member-donor shall be eligible to vote in the annual election of the board of directors that will take place each January.
Section 4 - Meetings Of Member-Donors: At a minimum there will be an annual meeting for member-donors that will take place each January. This meeting may also be open to the public. This meeting will allow member-donors the opportunity to express their ideas on directions for the WCA and vote on board members. Elections to fill vacancies in the board of directors will occur at this meeting.
Section 5 - Notice Of Meetings: Notice of the annual meeting and any additional meetings for member-donors will be given at least two weeks prior to the meeting Member-donors will be notified via email and posting of notices on the WCA website and social media.
ARTICLE 3 - BOARD OF DIRECTORS
Section 1 - Board Role, Size, and Compensation: The board is responsible for overall policy and direction of the WCA, and carries out or delegates responsibility of day-to-day operations to volunteers, staff, and committees. The board shall have up to nine, but not fewer than seven members, The board receives no compensation other than reasonable expenses.
Section 2 - Terms And Eligibility: All board members shall serve three-year terms, but are eligible for re-election for up to two consecutive terms. The terms shall be staggered such that one-third of the positions are up for re-election in a given year.
Section 3 - Board Meetings And Notice: The board shall meet at least quarterly, at an agreed upon time and place. In addition to the quarterly meetings, there may be more frequent advisory meetings when appropriate. An official board meeting requires that each board member have written notice at least two weeks in advance. Board members may attend meetings remotely when necessary and vote by proxy.
Section 4 - Board Elections: Each January the WCA will hold its annual meeting for member-donors and the public. Members will be elected to the board of directors at this meeting by vote amongst the member-donor. Specific positions on the board of directors will be decided amongst the directors following the vote each year.
Section 5 - Election Procedures: New directors shall be elected by a majority of member-donors present at such a meeting. If member-donors wish to vote but can not attend the meeting in person they may submit their vote by email to the WCA email address in the week leading up to the annual meeting Nominations for new directors will be solicited from current directors and/or submissions from interested parties. Nominations must be submitted to the board of directors no less than two weeks before the annual meeting. The nominees will be posted on the WCA website two weeks before the annual meeting. Directors so elected shall receive a term beginning on the first day of March.
Section 6 - Quorum: A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass. Motions and business transactions will pass by two-thirds vote of members present.
Section 7 - Officers And Duties: There shall be nine officers of the board, consisting of a President, Vice President, Secretary, Treasurer, Event Coordinator, Outreach Officer, and Access Issue Officer. Their duties are listed below. The remaining positions will be at-large board members.
The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice President, Secretary, Treasurer.
The Vice President shall chair or designate a chair for committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
The Event Coordinator shall be responsible for chairing committees to organize and run events including our annual fundraising challenges, work days, and annual public meeting.
The Outreach Officer shall be responsible for maintaining transparency and relationships between the board members and public. They will serve as the primary point of contact with the public. This will include maintaining and keeping up to date social media (such as web page, Facebook, Instagram, etc), and announcing and publicizing events.
The Access Issue Officer shall lead efforts to address access issues related to climbing and climbing areas. They will serve as a liaison between the members, the Access Fund, and property owners/managers.
The at-large members will participate in board meetings and votes, and chair committees as needed.
Section 8 - Vacancies: When a vacancy on the board exists mid-term, the Secretary must receive nominations for new board members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 - Resignation, Termination, And Absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. Unexcused absences are defined as missing one meeting without prior notice, except in emergency circumstances. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 - Special Meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board. Notices of special meetings shall be sent out by the Secretary to each board member at least two weeks in advance. In the event that a vote needs to be called between meetings either the President or Vice President must call the vote by notifying the Secretary who will send out notification to the board members. There must be at least one week's notice prior to the vote. Votes will be open for 48 hours and will be conducted via email.
ARTICLE 4 - COMMITTEES
Section 1 - Committee Formation: The board may create committees as needed, such as fundraising, marketing/communications, events, stewardship, access, etc.
The board chair appoints all committee chairs.
Section 2 - Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 - Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board of the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public and shall be made available to board members and the public.
ARTICLE 5 - DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes of section 501(c)(3) of the Internal Revenue code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE 6 - EXEMPT PURPOSES AND ACTIVITIES
The corporation shall not be empowered to engage, otherwise than as an insubstantial part of your activities, in activities that in themselves are not in furtherance of these exempt purposes.
a) The corporation will distribute its income for each tax year at a time and in a manner as to not become subject to the tax on undistributed income composed by section 4942 of the Internal Revenue Code, or the corresponding sections of any future federal tax code.
b) The corporation will not engage in any act of self-dealing as defined by section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
c) The corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
d) The corporation will not make any investments in a manner as to subject it to tax under section 4944 of th eInternal Revenue Code, or the corresponding section of any future federal tax code.
e) The corporation will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE 7 - AMENDMENTS
Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to th eSecretary to be sent out with regular board announcements.
CERTIFICATION
These bylaws were approved as a meeting of the board of directors by a two-thirds vote on November 13, 2017.