Our By-laws
BYLAWS
OF
WLEEDA, INC.
d/b/a Wisconsin Law Enforcement Executive Development Association
ARTICLE 1.
OFFICES AND RECORDS
1.1 Business Offices. The Corporation may maintain such principal and other business offices within the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
1.2 Purpose. The purpose of the Corporation is to provide police officers with continuing education. The Corporation is looking to establish Wisconsin as a leader in promoting professional, progressive, innovative and high quality police executive training while developing a pool of professional, knowledgeable and informed police executives creating a positive influence on the future of policing in Wisconsin.
1.3 Registered Office. The registered office of the Corporation, required by the Wisconsin Business Corporation Law to be located within the State of Wisconsin, may be but need not be the same as the Corporation's principal office in the State of Wisconsin. The address of the registered office may be changed form time to time by or under the authority of the Board of Directors or by the Registered Agent. The business office of the Registered Agent shall be identical with such registered office.
1.4 Nonprofit Corporate Records. The records and documents required by law to be kept by the Corporation permanently shall be kept at the Corporation's principal office or at such other reasonable location(s) as may be determined by the Corporation from time to time. Any member may inspect and copy the Corporation's Bylaws during regular business hours at the Corporation's principal office. Any member who has been a member for at least six (6) months may inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records:
a) Excerpts from any minutes or records that the Corporation is required by law to keep as permanent records.
b) Accounting records of the Corporation.
c) The record of members or, at the Corporation's discretion, a list of the Corporation's members compiled no earlier than the date of the member's demand.
The right of inspection set forth in the preceding sentence, including Paragraphs (a)-(c), is conditional upon a demand by the member made in good faith and for a proper purpose, describing with reasonable particularity the member's purpose and the records that he or she desires to inspect, which records must be directly connected with such purpose. Any inspection permitted by this Section is conditional upon the giving of written notice by the member at least five (5) business days before the date on which he or she wishes to inspect and copy the Bylaws or records, as the case may be. A member's agent or attorney has the same inspection and copying rights as the member whom he or she represents. The Corporation may impose a reasonable charge for copies of any documents provided hereunder.
1.5 Historical Record of Association. In 1991, the Wisconsin Department of Justice and the International Association of Police Chiefs sponsored the first Wisconsin Law Enforcement Executive Development Course. Thanks to the efforts of Ray Galvin, who was in charge of Administrative Law Enforcement Training for the state, Wisconsin became a leader in this unique step forward in promoting professional, progressive, innovative and high quality police executive training. The course comprised of seven weeks of training devoted to this end. Once the course content was developed, the training was accomplished by utilizing prominent instructors from across the entire country. The Executive Development Course was offered a total of 3 times by the end of 1994, with a total of 116 graduates.
Not wanting to waste this opportunity, all three classes came together at Stevens Point in January of 1995 and held what was hoped to be an annual training conference. Our members come from every corner of the state, representing local, county and state agencies. We believe that we can fulfill an important and vital need in Wisconsin Law Enforcement.
ARTICLE 2.
MEMBERS
2.1 Membership Requirements. Membership in the Corporation is limited to graduates of a Law Enforcement Executive Development Course, The FBI National Academy, The Southern Police Institute, Northwestern Traffic Institute, University of Wisconsin Certified Public Manager’s program, IACP Leadership in Police Organizations or any other certified Executive Development Institute pertaining to the management of Law Enforcement that is approved by the Board of Directors. Each member shall pay an annual dues, as determined by the Officers and to be part of the fees for the annual conference organized by the Corporation. The failure to pay annual dues shall result in a person being removed as a member of the Corporation.
2.2 Levels of Membership.
a) Charter Membership. Charter Members are those members who are graduates of the 1991-1994 Wisconsin Law Enforcement Executive Development Courses.
b) Life Membership. Members who are in good standing with the Corporation, at the time of their retirement from Law Enforcement, may apply for Life Membership in the Corporation. Life Members are exempt from annual membership dues; however, Life Members who attend the annual conference shall be charged only the actual cost incurred by the Corporation for their participation at the annual conference.
2.3 Annual Meeting and Training Conference.
a) The Annual Meeting of the members, for the purpose of electing Officers and Directors and for the transaction of such other business as may come before the meeting, shall be held in the month of January on a date to be fixed by or under the authority of the Board of Directors. If the election of Officers and Directors shall not be held on the day herein fixed or otherwise provided herein for the Annual Meeting of the members, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as convenient.
b) The Annual Training Conference shall be held during January/February of each year at such place as determined by the Board of Directors. Dates of each annual training conference shall be established and approved by the Board of Directors, and such notice shall be given to all members. Attendance and participation at the annual training conference is open to members, as well as first line supervisors and higher ranking officers of any law enforcement agency.
2.4 Special Meetings. Special meetings of members may be called by or at the request of the President, the Board of Directors or any other officer whom the Board of Directors may so authorize from time to time, and shall be called by the President or Secretary upon the written demand(s), signed, dated and delivered to the Corporation, of the holders of not less than one-tenth (1/10) of all votes entitled to be cast on any issue proposed to be considered. Only business within the purpose(s) described in the special meeting notice may be conducted at the meeting.
2.5 Place of Meeting. The Board of Directors may designate any place within the State of Wisconsin as the place of meeting for the Annual Meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all members entitled to vote may designate any place for the holding of any meeting. If no designation is made, or if a special meeting is called otherwise than by the Board of Directors, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin, or if none, the Corporation's registered office; but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the members represented thereat.
2.6 Notice.
a) Required Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be communicated not less than five (5) nor more than sixty (60) days before the date of the meeting (unless a different time is provided by law or the IRS application for § 501(c)(4), by or at the direction of the Secretary or other officer or person(s) calling the meeting, to each member of record entitled to vote at such meeting and to any other member legally entitled to notice of the meeting. Notice may be communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier. If mailed, such notice shall be effective when deposited in the United States mail, addressed to each member at his or her address as it appears on the books of the Corporation, with postage thereon prepaid. Notice provided in any other manner is effective when received.
b) Adjourned Meeting. If any member meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place if such information is announced at the meeting before adjournment. However, if a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of Paragraph (a) of this Section to those persons who are members as of the new record date.
c) Waiver of Notice. Whenever any notice whatever is required to be given to any member of the Corporation, a waiver thereof in writing, signed at any time whether before or after the time of meeting by the member entitled to such notice, and delivered to the Corporation for inclusion in the Corporation records, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 181 of the Wisconsin Statutes shall contain the same information as would have been required to be included in such notice, except the time and place of meeting. A member's attendance at a meeting waives objection to the following;
i) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
ii) Consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.
2.7 Fixing of Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of members is to be taken. If no record date is so fixed for the determination of members entitled to notice of or to vote at a meeting of members, such determination shall be made at the close of business on the day before:
a) With respect to an Annual Meeting or any special meeting called by the Board of Directors or any person specifically authorized by the Board of Directors or these Bylaws to call such meeting, the date the first notice is communicated to members;
b) With respect to a special meeting demanded by the members, the date the Corporation receives the first such written demand; or
c) With respect to actions taken in writing without a meeting (pursuant to Section 2.13 of these Bylaws), the date the Corporation received the first such written consent.
When a determination of members entitled to vote at any meeting of members has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date. A new record date must be set if a meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
2.8 Member List. The officer or agent having charge of the books of the Corporation shall make a complete record of the members entitled to notice of each meeting of members, or any adjournment thereof, and showing the address of each member. The Corporation shall make such members' available for inspection by any member, beginning two (2) business days after notice is given of the meeting for which the list was prepared, and continuing to the date of the meeting, at the Corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member or his or her agent or attorney, on written demand, may inspect and (subject to restrictions set forth in Chapter 181 of the Wisconsin Statutes ) copy the list, during regular business hours and at his or her expense, during the period that is available for inspection under the previous sentence. The Corporation shall also make the members' list available at the meeting, and any member or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.
2.9 Quorum and Voting Requirements. A majority of the votes entitled to be cast by members entitled to vote on a matter shall constitute a quorum of that voting group with respect to such matter at a meeting of members, and a majority of votes cast on a matter for which a quorum exists shall be decisive of any motion or election, unless a different number of affirmative votes (for quorum or voting purposes) is required by law. Once a member is represented for any purpose at a meeting, other than for the purpose of objecting to the holding of the meeting or transacting business at the meeting, he or she is deemed present for quorum purposes for the remainder of the meeting and for any adjournment thereof unless a new record date is or must be set for that adjourned meeting. Though less than a quorum of the voting members are represented at a meeting, a majority of such members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting originally notified.
2.10 Conduct of Meetings. In descending order, the President, or a Vice President in the order provided in Section 4.6 hereof, and in their absence, any person chosen by the members present, shall call the meeting to order and shall act as chairperson of the meeting. The Secretary shall act as secretary of all meetings of the members, but in the absence or in lieu thereof, the presiding officer may appoint any other person to act as secretary of the meeting.
2.11 Voting. Each member shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. Members are limited to individual persons. Members cannot be minors. A member under a legal disability may be voted by proxy or legal guardian. Members must be living.
2.12 Waiver of Notice of Members. Whenever any notice whatever is required to be given to any member of the Corporation under the IRS application or Bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the member entitled to such notice, shall be deemed equivalent to the giving of such notice, provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 181 of the Wisconsin Statutes, shall contain the same information as would have been required to be included in such notice except the time and place of meeting.
2.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the members, may be taken without a meeting if one or more consents in writing, setting forth the action so taken and delivered to the Corporation for inclusion in the corporate records, shall be signed:
a) By all of the members entitled to vote with respect to the subject matter thereof; or
b) If the articles of incorporation so provide, by members who would be entitled to vote at a meeting with voting power sufficient to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted, provided that action may not be taken under this Paragraph with respect to an election of Directors for which members may vote cumulatively. Within ten (10) days after action taken hereunder is effective, the Corporation shall give notice of the action to members who, on the applicable record date, were entitled to vote on the action but were not represented on the written consent.
Action taken hereunder is effective when consents representing the required number of members are delivered to the Corporation, unless the consent specifies a different effective date. A consent hereunder has the effect of a meeting vote and may be described as such in any document. If the action to be taken requires that notice be given to nonvoting members, the Corporation shall give the nonvoting members written notice of the proposed action at least ten (10) days before the action is taken, which notice shall comply with all legal requirements and contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action.
ARTICLE 3.
BOARD OF DIRECTORS
3.1 General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of its Board of Directors, which shall include the Executive Officers as set forth in Article IV. The number of Directors of the Corporation shall be six (6), in addition to the Executive Officers. Such number may be increased or decreased from time to time, but no decrease shall have the effect of shortening the term of an incumbent Director. The out-going President shall serve as Past President on the Board of Directors for one year following his term as President.
3.2 Election, Tenure and Qualifications. Directors shall be elected by a plurality of the affirmative votes cast by members entitled to vote with respect thereto. Each Director shall hold office for two-year terms. Three (3) Directors shall be elected at each Annual Meeting of members and until his or her successor shall have been elected, or until his or her prior death, resignation or removal. Directors may not serve more than two (2) consecutive terms. In the absence of cumulative voting, any Director may be removed from office by a majority of the votes cast at a meeting of members called for that purpose. A Director may resign at any time by filing his or her written resignation with the Corporation or the Board of Directors.
3.3 Regular Meetings. Regular meetings of the Board of Directors shall be held monthly, except no Regular Meeting shall be held in the months of June, July and August. The Board of Directors by resolution may provide the time and place within the State of Wisconsin for the holding of additional regular meetings without other notice than such resolution.
3.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, the Secretary or any Director. The person(s) calling any special meeting may fix any place either within or outside the State of Wisconsin as the place for holding such meeting, and if no other place is fixed, the place of meeting shall be the Corporation's principal business office in the State of Wisconsin.
3.5 Attendance by Communications Technology. The Board of Directors may permit any or all Directors to participate in a regular or special meeting of the Board by, or to conduct the meeting through the use of, telephone or any other means of communication by which either:
a) All participating Directors may simultaneously hear each other during the meeting; or
b) All communication during the meeting is immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors.
If a meeting will be conducted in accordance herewith, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. A Director participating in a meeting by any such means is deemed to be present in person at the meeting.
3.6 Notice and Waiver of Notice. Written notice of each special meeting of the Board of Directors shall be communicated in person, or by telegraph, teletype, facsimile or other form of wire or wireless communication, at least 48 hours prior thereto, or by mail or private carrier, at least three (3) days prior thereto, to each Director at his or her business address or at such other address as the Director shall have designated in writing filed with the Secretary. If mailed, such notice shall be effective when deposited in the United States mail so addressed, with postage thereon prepaid. Notice provided in any other manner is effective when received. Whenever any notice whatever is required to be given to any Director of the Corporation, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, and delivered to the Corporation for inclusion in the Corporation records, shall be deemed equivalent to the giving of such notice. A Director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting and 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 transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
3.7 Quorum. Except as otherwise provided in Chapter 181 of the Wisconsin Statutes or these Bylaws, a majority of the number of Directors set forth in Section 3.1 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the Directors present, though less than such quorum, may adjourn the meeting from time to time without further notice. The affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where a greater number of affirmative votes is required by law of these Bylaws.
3.8 Conduct of Meetings. In descending order, the President or a Vice President in the order provided in Section 4.5 hereof, and in their absence, any person chosen by the Directors present, shall call the meeting to order and shall act as chairperson of the meeting. The Secretary shall act as secretary of all meetings of the Board of Directors, but in the absence or in lieu thereof, the presiding officer may appoint any other person to act as secretary of the meeting. If requested by a Director, minutes of any regular or special meeting shall be prepared and distributed to each Director.
3.9 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, shall be filled at the next Annual Meeting, unless the Directors remaining in office constitute fewer than a quorum of the Board, then the Directors may fill a vacancy by the affirmative vote of all Directors remaining in office.
3.10 Compensation and Expenses. The Board of Directors, irrespective of the personal interest of any of its members, may provide for payment or reimbursement of expenses incurred in the performance of the Directors' duties.
3.11 Director's Assent. A Director of the Corporation who is present and is announced as present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be deemed to have assented to the action taken unless:
a) The Director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting;
b) The Director dissents or abstains from an action taken and minutes of the meeting are prepared that show such dissent or abstention;
c) The Director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting; or
d) The Director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show such dissent or abstention, and the Director delivers to the Corporation written notice of that failure promptly after receiving the minutes.
Such right to dissent or abstain shall not apply to a Director who voted in favor of the action taken.
3.12 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without meeting if one or more consents in writing, setting forth the action so taken and delivered to the Corporation for inclusion in the corporate records, shall be signed by all of the Directors then in office. Action taken hereunder is effective when the last Director signs the consent, unless the counsel specifies a different effective date. A consent signed hereunder has the effect of a unanimous vote taken at a meeting at which all Directors were present, and may be described as such in any document.
ARTICLE 4.
OFFICERS
4.1 General Powers. The principal officers of the Corporation shall be the President, the Vice President, the 2nd Vice President, the Secretary and the Treasurer, who shall have such authority and responsibilities as are usual to their respective offices, as more fully set forth below, and any further duties assigned by the Board of Directors; provided that the duties of any particular office may be transferred to and vested in such other officer(s) as the Board of Directors shall designate, from time to time and for such periods of time as the Board shall order. To the extent these Bylaws specify the powers and duties of any office and there is no incumbent therein, or if these Bylaws do not then provide for such officer, said powers and duties shall be added to those of the President. No two offices may be held by the same person.
4.2 Appointment and Term of Office. The principal officers shall be elected by the Members at the Annual Meeting. The Secretary and the Treasurer shall each be elected for a two (2) year term with the Secretary being elected in even years and the Treasurer being elected in odd years. The 2nd Vice President shall be elected at each Annual Meeting. The Vice President shall be filled by the person who acted as 2nd Vice President during the previous year. The President shall be filled by the person who acted as Vice President during the previous year. The year after completing a term as President, he or she shall become Past President for a period of one year. Each officer shall hold office until his or her successor shall have been duly appointed or until his or her prior death, resignation or removal. A vacancy in any principal office under this Article 4 may be filled by the Board of Directors at any time.
4.3 Resignation and Removal. Any officer may resign at any time by filing his or her written resignation with the Corporation, effective immediately unless such notice specifies a later effective date and the Corporation accepts the later date. Any officer may be removed by the Board of Directors with or without cause.
4.4 Vacancies. A vacancy in any principal office, except President, because of death, resignation, removal, disqualification or otherwise, shall be filled by the President for the unexpired portion of the term. In the event of a vacancy in the position of President, the Board of Directors shall appoint a Director for the unexpired portion of the term.
4.5 President. The President shall be the chief executive officer of the Corporation and, subject to the control and direction of the Board of Directors, shall exercise general supervision and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the members and of the Board of Directors. The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as may be deemed necessary, to prescribe their powers, duties and compensation, and to delegate authority to them and to the other officers of the Corporation. Such appointed agents and employees shall hold office at the discretion of the President. He or she shall have authority on behalf of the Corporation, to sign, execute and acknowledge all documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors.
4.6 Vice‑President. In the absence of the President or in the event of his or her death, inability or refusal to act, or if for any reason it shall be impracticable 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 execution of any instrument of the Corporation by the Vice President shall be conclusive evidence, as to third parties, of such Vice President's authority to act in the President's stead.
4.7 2nd Vice-President. In the absence of the President or Vice-President or in the event of his or her death, inability or refusal to act, or if for any it shall be impracticable for the President and Vice-President to act personally, the 2nd Vice-President shall perform the duties of the President and Vice-President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President and Vice-President. The execution of any instrument of the Corporation by the 2nd Vice-President shall be conclusive evidence, as to third parties, of such 2nd Vice-President’s authority to act in the President and Vice-President’s stead. In addition, the 2nd Vice-President shall keep documents that are of historical value to the Corporation and its predecessor, the Wisconsin Law Enforcement Executive Development Association, to update the members of any significant historical events of the Corporation, and to prepare a Historical Report for the annual meeting.
4.8 Secretary. In addition to those duties elsewhere assigned to him or her in these Bylaws, the Secretary shall: (i) keep or cause to be kept any minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records; (iv) keep or arrange for the keeping of a register of the post office address of each member which shall be furnished to the Secretary by such member; (v) have general charge of the books of the Corporation, and (vi) in general, perform all duties incident to the office of Secretary and have such other duties and exercise 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.
4.9 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article V of these Bylaws, and (iii) in general, perform all the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
ARTICLE 5.
CONTRACTS, LOANS AND BANKING TRANSACTIONS
5.1 Contracts. In addition to or notwithstanding the authorities otherwise conferred upon the officers of the Corporation, as set forth in the preceding Article, the Board of Directors may authorize any officer(s) or agent(s), to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
5.2 Transactions With Related Persons. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any entity in which one or more of its Directors have a direct or indirect interest, as described in the Wisconsin Business Corporation Law, is not voidable by the Corporation solely because of such Director involvement in the transaction if any of the following is true:
a) The material facts of the transaction and the Director's interest therein were disclosed or known to the Board of Directors or applicable committee thereof, and such Board or committee authorized, approved or specifically ratified the transaction by affirmative vote of a majority of the Directors on the Board or committee who have no direct or indirect interest in the transaction. (Such affirmative vote also shall constitute the presence of a quorum.) The presence of or a vote cast by a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken hereunder, if the transaction is otherwise authorized, approved or ratified as provided in this Paragraph.
b) The material facts of the transaction and the Director's interest therein were disclosed or known to the members entitled to vote, and they authorized, approved or specifically ratified the transaction by vote of a majority of the members entitled to vote on the matter, as described in Chapter 181 of the Wisconsin Statutes. (Such majority vote of the shares entitled to be counted hereunder, whether or not present, also shall constitute the presence of a quorum.) The vote of those shares which may not be counted for purposes of this Paragraph shall be counted in determining whether the transaction is approved under other provisions of these Bylaws.
c) The transaction was fair to the Corporation.
5.3 Loans. No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name.
5.4 Banking Transactions. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation 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.
ARTICLE 6.
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the final day of December in each year.
ARTICLE 7.
SEAL
The Corporation shall have no seal and all formal documents otherwise calling for any such imprint may instead be inscribed with the words, "No Seal".
ARTICLE 8.
AMENDMENTS
8.1 By Members. Unless otherwise provided herein, and except as set forth in this Section, these Bylaws may be amended or repealed and new Bylaws may be adopted by a 2/3 vote of the eligible voting members of the Corporation in the manner described in Section 2.7 hereof. The members may adopt or amend a Bylaw that fixes, changes or deletes a greater or lower quorum requirement or a greater voting requirement for members than is provided in Chapter 181 of the Wisconsin Statutes, provided that such adoption or amendment must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect.
8.2 Implied Amendments. Any action taken, or authorized by the members or by the Board of Directors which would be inconsistent with the Bylaws then in effect, but which is taken or authorized by a vote that would be sufficient to amend the Bylaws to make same consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
ARTICLE 9.
INDEMNIFICATION
9.1 Indemnification for Successful Defense. Except as limited in the Articles of Incorporation, the Corporation shall indemnify a Director, officer or other employee of the Corporation, upon his or her written request, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in a proceeding if such individual was a party because he or she is or was a Director, officer or other employee of the Corporation. For purposes of this Article, the term "proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, lawsuit, arbitration, or other proceeding, whether formal or informal; "expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with the proceeding; and service as a "Director, officer or other employee" includes, inter alia, service at the Corporation's request for any other Corporation, partnership, trust or employee benefit plan.
9.2 Other Indemnification. Except as limited in the Articles of Incorporation, in cases not included under Section 9.1, the Corporation shall indemnify a Director or officer, upon his or her written request, against liability incurred by the Director or officer in a proceeding in which such individual was a party because he or she is or was a Director or officer of the Corporation, unless liability was incurred because the Director or officer breached or failed to perform a duty owed to the Corporation, and the breach or failure to perform constitutes any of the following:
a) A willful failure to deal fairly with the Corporation or its members in connection with a matter in which the Director or officer has a material conflict of interest.
b) A violation of criminal law, unless the Director or officer had reasonable cause to believe that his or her conduct was lawful, or no reasonable cause to believe that his or her conduct was unlawful.
c) A transaction from which the Director or officer derived an impersonal personal profit.
d) Willful misconduct.
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or the equivalent, does not by itself create a presumption that indemnification of the Director or officer is not required hereunder. For purposes of this Article, the term "liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture, or fine, including an excise tax assessed with respect to an employee benefit plan and reasonable expenses.
9.3 Determination of Right to Recovery. Unless otherwise provided by the Articles of Incorporation or by written agreement between the Corporation and the Director or officer seeking indemnification under Section 9.2, the latter shall select the means for determining his or her right to indemnification from among the alternatives set forth in the Wisconsin Business Corporation Law. If it is determined that indemnification is required hereunder, the Corporation also shall pay all reasonable expenses incurred by the Director or officer in connection with the determination process described in this Article.
9.4 Advance of Expenses. Upon written request by a Director or officer who is a party to a proceeding, the Corporation may pay or reimburse his or her reasonable expenses as incurred if the Director or officer provides the Corporation with both of the following:
a) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation.
b) A written undertaking, executed personally or on his or her behalf, to repay the allowance (and if required by the Corporation, to pay reasonable interest on the allowance) to the extent that it is ultimately determined that indemnification is not required hereunder or under an order by a court of competent jurisdiction. Such undertaking shall be an unlimited general obligation of the Director or officer and may be accepted without security and without reference to his or her ability to repay the allowance.
9.5 Nonexclusivity.
a) Additional Indemnification. These provisions do not preclude any additional right to indemnification or allowance of expenses that a Director of officer may have under the IRS application for 501(c)(4) approval or by resolution of the Board of Directors, or written agreement between the Director or officer and the Corporation. Notwithstanding the previous sentence, the Corporation may not indemnify a Director or officer, or permit a Director or officer to retain any allowance of expenses, unless it is determined by or on behalf of the Corporation that the Director or officer did not breach or fail to perform a duty that he or she owes the Corporation which constitutes conduct described in any of the paragraphs of Section 9.2. A Director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in the foregoing determination.
b) Insurance. The Corporation may purchase and maintain insurance on behalf of any individual who is a Director, officer, other employee, or agent of the Corporation against liability asserted against or incurred by such individual in his or her capacity as Director, officer, other employee or agent or arising from his or her status as Director, officer, other employee or agent, regardless of whether the Corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under any other provision herein.
c) Nonduplication of Relief. The Corporation shall not indemnify any individual under the terms of this Article if such individual has previously received indemnification or allowance of expenses from any person, including the Corporation, in connection with the same proceeding. However, any individual entitled to indemnification hereunder has no duty to look to any other person for indemnification.
d) Other Litigation Expenses. This Article does not affect the Corporation's power to pay or reimburse expenses incurred by a Director or officer who is a witness in a proceeding to which he or she is not a party, or who is a plaintiff or petitioner in a proceeding because he or she is or was a Director, officer, other employee or agent of the Corporation.
ARTICLE X
10.1 Dissolution Pursuant to Chapter 181 of the Wisconsin Statutes, the Board of Directors must adopt a resolution recommending the Corporation be dissolved. The Board of Directors must then direct the question of dissolution to the members to vote on. This meeting may be either an annual or a special meeting called for the purpose of dissolution. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the Corporation must be given to each member entitled to vote at the meeting not more than sixty (60) days and not less than five (5) days prior to the meeting. Upon dissolution, all assets must be used exclusively for exempt purposes such as charitable, religious, educational, and/or scientific purposes.
OF
WLEEDA, INC.
d/b/a Wisconsin Law Enforcement Executive Development Association
ARTICLE 1.
OFFICES AND RECORDS
1.1 Business Offices. The Corporation may maintain such principal and other business offices within the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
1.2 Purpose. The purpose of the Corporation is to provide police officers with continuing education. The Corporation is looking to establish Wisconsin as a leader in promoting professional, progressive, innovative and high quality police executive training while developing a pool of professional, knowledgeable and informed police executives creating a positive influence on the future of policing in Wisconsin.
1.3 Registered Office. The registered office of the Corporation, required by the Wisconsin Business Corporation Law to be located within the State of Wisconsin, may be but need not be the same as the Corporation's principal office in the State of Wisconsin. The address of the registered office may be changed form time to time by or under the authority of the Board of Directors or by the Registered Agent. The business office of the Registered Agent shall be identical with such registered office.
1.4 Nonprofit Corporate Records. The records and documents required by law to be kept by the Corporation permanently shall be kept at the Corporation's principal office or at such other reasonable location(s) as may be determined by the Corporation from time to time. Any member may inspect and copy the Corporation's Bylaws during regular business hours at the Corporation's principal office. Any member who has been a member for at least six (6) months may inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records:
a) Excerpts from any minutes or records that the Corporation is required by law to keep as permanent records.
b) Accounting records of the Corporation.
c) The record of members or, at the Corporation's discretion, a list of the Corporation's members compiled no earlier than the date of the member's demand.
The right of inspection set forth in the preceding sentence, including Paragraphs (a)-(c), is conditional upon a demand by the member made in good faith and for a proper purpose, describing with reasonable particularity the member's purpose and the records that he or she desires to inspect, which records must be directly connected with such purpose. Any inspection permitted by this Section is conditional upon the giving of written notice by the member at least five (5) business days before the date on which he or she wishes to inspect and copy the Bylaws or records, as the case may be. A member's agent or attorney has the same inspection and copying rights as the member whom he or she represents. The Corporation may impose a reasonable charge for copies of any documents provided hereunder.
1.5 Historical Record of Association. In 1991, the Wisconsin Department of Justice and the International Association of Police Chiefs sponsored the first Wisconsin Law Enforcement Executive Development Course. Thanks to the efforts of Ray Galvin, who was in charge of Administrative Law Enforcement Training for the state, Wisconsin became a leader in this unique step forward in promoting professional, progressive, innovative and high quality police executive training. The course comprised of seven weeks of training devoted to this end. Once the course content was developed, the training was accomplished by utilizing prominent instructors from across the entire country. The Executive Development Course was offered a total of 3 times by the end of 1994, with a total of 116 graduates.
Not wanting to waste this opportunity, all three classes came together at Stevens Point in January of 1995 and held what was hoped to be an annual training conference. Our members come from every corner of the state, representing local, county and state agencies. We believe that we can fulfill an important and vital need in Wisconsin Law Enforcement.
ARTICLE 2.
MEMBERS
2.1 Membership Requirements. Membership in the Corporation is limited to graduates of a Law Enforcement Executive Development Course, The FBI National Academy, The Southern Police Institute, Northwestern Traffic Institute, University of Wisconsin Certified Public Manager’s program, IACP Leadership in Police Organizations or any other certified Executive Development Institute pertaining to the management of Law Enforcement that is approved by the Board of Directors. Each member shall pay an annual dues, as determined by the Officers and to be part of the fees for the annual conference organized by the Corporation. The failure to pay annual dues shall result in a person being removed as a member of the Corporation.
2.2 Levels of Membership.
a) Charter Membership. Charter Members are those members who are graduates of the 1991-1994 Wisconsin Law Enforcement Executive Development Courses.
b) Life Membership. Members who are in good standing with the Corporation, at the time of their retirement from Law Enforcement, may apply for Life Membership in the Corporation. Life Members are exempt from annual membership dues; however, Life Members who attend the annual conference shall be charged only the actual cost incurred by the Corporation for their participation at the annual conference.
2.3 Annual Meeting and Training Conference.
a) The Annual Meeting of the members, for the purpose of electing Officers and Directors and for the transaction of such other business as may come before the meeting, shall be held in the month of January on a date to be fixed by or under the authority of the Board of Directors. If the election of Officers and Directors shall not be held on the day herein fixed or otherwise provided herein for the Annual Meeting of the members, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as convenient.
b) The Annual Training Conference shall be held during January/February of each year at such place as determined by the Board of Directors. Dates of each annual training conference shall be established and approved by the Board of Directors, and such notice shall be given to all members. Attendance and participation at the annual training conference is open to members, as well as first line supervisors and higher ranking officers of any law enforcement agency.
2.4 Special Meetings. Special meetings of members may be called by or at the request of the President, the Board of Directors or any other officer whom the Board of Directors may so authorize from time to time, and shall be called by the President or Secretary upon the written demand(s), signed, dated and delivered to the Corporation, of the holders of not less than one-tenth (1/10) of all votes entitled to be cast on any issue proposed to be considered. Only business within the purpose(s) described in the special meeting notice may be conducted at the meeting.
2.5 Place of Meeting. The Board of Directors may designate any place within the State of Wisconsin as the place of meeting for the Annual Meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all members entitled to vote may designate any place for the holding of any meeting. If no designation is made, or if a special meeting is called otherwise than by the Board of Directors, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin, or if none, the Corporation's registered office; but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the members represented thereat.
2.6 Notice.
a) Required Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be communicated not less than five (5) nor more than sixty (60) days before the date of the meeting (unless a different time is provided by law or the IRS application for § 501(c)(4), by or at the direction of the Secretary or other officer or person(s) calling the meeting, to each member of record entitled to vote at such meeting and to any other member legally entitled to notice of the meeting. Notice may be communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier. If mailed, such notice shall be effective when deposited in the United States mail, addressed to each member at his or her address as it appears on the books of the Corporation, with postage thereon prepaid. Notice provided in any other manner is effective when received.
b) Adjourned Meeting. If any member meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place if such information is announced at the meeting before adjournment. However, if a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of Paragraph (a) of this Section to those persons who are members as of the new record date.
c) Waiver of Notice. Whenever any notice whatever is required to be given to any member of the Corporation, a waiver thereof in writing, signed at any time whether before or after the time of meeting by the member entitled to such notice, and delivered to the Corporation for inclusion in the Corporation records, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 181 of the Wisconsin Statutes shall contain the same information as would have been required to be included in such notice, except the time and place of meeting. A member's attendance at a meeting waives objection to the following;
i) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
ii) Consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.
2.7 Fixing of Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of members is to be taken. If no record date is so fixed for the determination of members entitled to notice of or to vote at a meeting of members, such determination shall be made at the close of business on the day before:
a) With respect to an Annual Meeting or any special meeting called by the Board of Directors or any person specifically authorized by the Board of Directors or these Bylaws to call such meeting, the date the first notice is communicated to members;
b) With respect to a special meeting demanded by the members, the date the Corporation receives the first such written demand; or
c) With respect to actions taken in writing without a meeting (pursuant to Section 2.13 of these Bylaws), the date the Corporation received the first such written consent.
When a determination of members entitled to vote at any meeting of members has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date. A new record date must be set if a meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
2.8 Member List. The officer or agent having charge of the books of the Corporation shall make a complete record of the members entitled to notice of each meeting of members, or any adjournment thereof, and showing the address of each member. The Corporation shall make such members' available for inspection by any member, beginning two (2) business days after notice is given of the meeting for which the list was prepared, and continuing to the date of the meeting, at the Corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member or his or her agent or attorney, on written demand, may inspect and (subject to restrictions set forth in Chapter 181 of the Wisconsin Statutes ) copy the list, during regular business hours and at his or her expense, during the period that is available for inspection under the previous sentence. The Corporation shall also make the members' list available at the meeting, and any member or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.
2.9 Quorum and Voting Requirements. A majority of the votes entitled to be cast by members entitled to vote on a matter shall constitute a quorum of that voting group with respect to such matter at a meeting of members, and a majority of votes cast on a matter for which a quorum exists shall be decisive of any motion or election, unless a different number of affirmative votes (for quorum or voting purposes) is required by law. Once a member is represented for any purpose at a meeting, other than for the purpose of objecting to the holding of the meeting or transacting business at the meeting, he or she is deemed present for quorum purposes for the remainder of the meeting and for any adjournment thereof unless a new record date is or must be set for that adjourned meeting. Though less than a quorum of the voting members are represented at a meeting, a majority of such members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting originally notified.
2.10 Conduct of Meetings. In descending order, the President, or a Vice President in the order provided in Section 4.6 hereof, and in their absence, any person chosen by the members present, shall call the meeting to order and shall act as chairperson of the meeting. The Secretary shall act as secretary of all meetings of the members, but in the absence or in lieu thereof, the presiding officer may appoint any other person to act as secretary of the meeting.
2.11 Voting. Each member shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. Members are limited to individual persons. Members cannot be minors. A member under a legal disability may be voted by proxy or legal guardian. Members must be living.
2.12 Waiver of Notice of Members. Whenever any notice whatever is required to be given to any member of the Corporation under the IRS application or Bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the member entitled to such notice, shall be deemed equivalent to the giving of such notice, provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 181 of the Wisconsin Statutes, shall contain the same information as would have been required to be included in such notice except the time and place of meeting.
2.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the members, may be taken without a meeting if one or more consents in writing, setting forth the action so taken and delivered to the Corporation for inclusion in the corporate records, shall be signed:
a) By all of the members entitled to vote with respect to the subject matter thereof; or
b) If the articles of incorporation so provide, by members who would be entitled to vote at a meeting with voting power sufficient to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted, provided that action may not be taken under this Paragraph with respect to an election of Directors for which members may vote cumulatively. Within ten (10) days after action taken hereunder is effective, the Corporation shall give notice of the action to members who, on the applicable record date, were entitled to vote on the action but were not represented on the written consent.
Action taken hereunder is effective when consents representing the required number of members are delivered to the Corporation, unless the consent specifies a different effective date. A consent hereunder has the effect of a meeting vote and may be described as such in any document. If the action to be taken requires that notice be given to nonvoting members, the Corporation shall give the nonvoting members written notice of the proposed action at least ten (10) days before the action is taken, which notice shall comply with all legal requirements and contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action.
ARTICLE 3.
BOARD OF DIRECTORS
3.1 General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of its Board of Directors, which shall include the Executive Officers as set forth in Article IV. The number of Directors of the Corporation shall be six (6), in addition to the Executive Officers. Such number may be increased or decreased from time to time, but no decrease shall have the effect of shortening the term of an incumbent Director. The out-going President shall serve as Past President on the Board of Directors for one year following his term as President.
3.2 Election, Tenure and Qualifications. Directors shall be elected by a plurality of the affirmative votes cast by members entitled to vote with respect thereto. Each Director shall hold office for two-year terms. Three (3) Directors shall be elected at each Annual Meeting of members and until his or her successor shall have been elected, or until his or her prior death, resignation or removal. Directors may not serve more than two (2) consecutive terms. In the absence of cumulative voting, any Director may be removed from office by a majority of the votes cast at a meeting of members called for that purpose. A Director may resign at any time by filing his or her written resignation with the Corporation or the Board of Directors.
3.3 Regular Meetings. Regular meetings of the Board of Directors shall be held monthly, except no Regular Meeting shall be held in the months of June, July and August. The Board of Directors by resolution may provide the time and place within the State of Wisconsin for the holding of additional regular meetings without other notice than such resolution.
3.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, the Secretary or any Director. The person(s) calling any special meeting may fix any place either within or outside the State of Wisconsin as the place for holding such meeting, and if no other place is fixed, the place of meeting shall be the Corporation's principal business office in the State of Wisconsin.
3.5 Attendance by Communications Technology. The Board of Directors may permit any or all Directors to participate in a regular or special meeting of the Board by, or to conduct the meeting through the use of, telephone or any other means of communication by which either:
a) All participating Directors may simultaneously hear each other during the meeting; or
b) All communication during the meeting is immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors.
If a meeting will be conducted in accordance herewith, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. A Director participating in a meeting by any such means is deemed to be present in person at the meeting.
3.6 Notice and Waiver of Notice. Written notice of each special meeting of the Board of Directors shall be communicated in person, or by telegraph, teletype, facsimile or other form of wire or wireless communication, at least 48 hours prior thereto, or by mail or private carrier, at least three (3) days prior thereto, to each Director at his or her business address or at such other address as the Director shall have designated in writing filed with the Secretary. If mailed, such notice shall be effective when deposited in the United States mail so addressed, with postage thereon prepaid. Notice provided in any other manner is effective when received. Whenever any notice whatever is required to be given to any Director of the Corporation, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, and delivered to the Corporation for inclusion in the Corporation records, shall be deemed equivalent to the giving of such notice. A Director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting and 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 transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
3.7 Quorum. Except as otherwise provided in Chapter 181 of the Wisconsin Statutes or these Bylaws, a majority of the number of Directors set forth in Section 3.1 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the Directors present, though less than such quorum, may adjourn the meeting from time to time without further notice. The affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where a greater number of affirmative votes is required by law of these Bylaws.
3.8 Conduct of Meetings. In descending order, the President or a Vice President in the order provided in Section 4.5 hereof, and in their absence, any person chosen by the Directors present, shall call the meeting to order and shall act as chairperson of the meeting. The Secretary shall act as secretary of all meetings of the Board of Directors, but in the absence or in lieu thereof, the presiding officer may appoint any other person to act as secretary of the meeting. If requested by a Director, minutes of any regular or special meeting shall be prepared and distributed to each Director.
3.9 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, shall be filled at the next Annual Meeting, unless the Directors remaining in office constitute fewer than a quorum of the Board, then the Directors may fill a vacancy by the affirmative vote of all Directors remaining in office.
3.10 Compensation and Expenses. The Board of Directors, irrespective of the personal interest of any of its members, may provide for payment or reimbursement of expenses incurred in the performance of the Directors' duties.
3.11 Director's Assent. A Director of the Corporation who is present and is announced as present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be deemed to have assented to the action taken unless:
a) The Director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting;
b) The Director dissents or abstains from an action taken and minutes of the meeting are prepared that show such dissent or abstention;
c) The Director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting; or
d) The Director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show such dissent or abstention, and the Director delivers to the Corporation written notice of that failure promptly after receiving the minutes.
Such right to dissent or abstain shall not apply to a Director who voted in favor of the action taken.
3.12 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without meeting if one or more consents in writing, setting forth the action so taken and delivered to the Corporation for inclusion in the corporate records, shall be signed by all of the Directors then in office. Action taken hereunder is effective when the last Director signs the consent, unless the counsel specifies a different effective date. A consent signed hereunder has the effect of a unanimous vote taken at a meeting at which all Directors were present, and may be described as such in any document.
ARTICLE 4.
OFFICERS
4.1 General Powers. The principal officers of the Corporation shall be the President, the Vice President, the 2nd Vice President, the Secretary and the Treasurer, who shall have such authority and responsibilities as are usual to their respective offices, as more fully set forth below, and any further duties assigned by the Board of Directors; provided that the duties of any particular office may be transferred to and vested in such other officer(s) as the Board of Directors shall designate, from time to time and for such periods of time as the Board shall order. To the extent these Bylaws specify the powers and duties of any office and there is no incumbent therein, or if these Bylaws do not then provide for such officer, said powers and duties shall be added to those of the President. No two offices may be held by the same person.
4.2 Appointment and Term of Office. The principal officers shall be elected by the Members at the Annual Meeting. The Secretary and the Treasurer shall each be elected for a two (2) year term with the Secretary being elected in even years and the Treasurer being elected in odd years. The 2nd Vice President shall be elected at each Annual Meeting. The Vice President shall be filled by the person who acted as 2nd Vice President during the previous year. The President shall be filled by the person who acted as Vice President during the previous year. The year after completing a term as President, he or she shall become Past President for a period of one year. Each officer shall hold office until his or her successor shall have been duly appointed or until his or her prior death, resignation or removal. A vacancy in any principal office under this Article 4 may be filled by the Board of Directors at any time.
4.3 Resignation and Removal. Any officer may resign at any time by filing his or her written resignation with the Corporation, effective immediately unless such notice specifies a later effective date and the Corporation accepts the later date. Any officer may be removed by the Board of Directors with or without cause.
4.4 Vacancies. A vacancy in any principal office, except President, because of death, resignation, removal, disqualification or otherwise, shall be filled by the President for the unexpired portion of the term. In the event of a vacancy in the position of President, the Board of Directors shall appoint a Director for the unexpired portion of the term.
4.5 President. The President shall be the chief executive officer of the Corporation and, subject to the control and direction of the Board of Directors, shall exercise general supervision and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the members and of the Board of Directors. The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as may be deemed necessary, to prescribe their powers, duties and compensation, and to delegate authority to them and to the other officers of the Corporation. Such appointed agents and employees shall hold office at the discretion of the President. He or she shall have authority on behalf of the Corporation, to sign, execute and acknowledge all documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors.
4.6 Vice‑President. In the absence of the President or in the event of his or her death, inability or refusal to act, or if for any reason it shall be impracticable 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 execution of any instrument of the Corporation by the Vice President shall be conclusive evidence, as to third parties, of such Vice President's authority to act in the President's stead.
4.7 2nd Vice-President. In the absence of the President or Vice-President or in the event of his or her death, inability or refusal to act, or if for any it shall be impracticable for the President and Vice-President to act personally, the 2nd Vice-President shall perform the duties of the President and Vice-President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President and Vice-President. The execution of any instrument of the Corporation by the 2nd Vice-President shall be conclusive evidence, as to third parties, of such 2nd Vice-President’s authority to act in the President and Vice-President’s stead. In addition, the 2nd Vice-President shall keep documents that are of historical value to the Corporation and its predecessor, the Wisconsin Law Enforcement Executive Development Association, to update the members of any significant historical events of the Corporation, and to prepare a Historical Report for the annual meeting.
4.8 Secretary. In addition to those duties elsewhere assigned to him or her in these Bylaws, the Secretary shall: (i) keep or cause to be kept any minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records; (iv) keep or arrange for the keeping of a register of the post office address of each member which shall be furnished to the Secretary by such member; (v) have general charge of the books of the Corporation, and (vi) in general, perform all duties incident to the office of Secretary and have such other duties and exercise 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.
4.9 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article V of these Bylaws, and (iii) in general, perform all the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
ARTICLE 5.
CONTRACTS, LOANS AND BANKING TRANSACTIONS
5.1 Contracts. In addition to or notwithstanding the authorities otherwise conferred upon the officers of the Corporation, as set forth in the preceding Article, the Board of Directors may authorize any officer(s) or agent(s), to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
5.2 Transactions With Related Persons. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any entity in which one or more of its Directors have a direct or indirect interest, as described in the Wisconsin Business Corporation Law, is not voidable by the Corporation solely because of such Director involvement in the transaction if any of the following is true:
a) The material facts of the transaction and the Director's interest therein were disclosed or known to the Board of Directors or applicable committee thereof, and such Board or committee authorized, approved or specifically ratified the transaction by affirmative vote of a majority of the Directors on the Board or committee who have no direct or indirect interest in the transaction. (Such affirmative vote also shall constitute the presence of a quorum.) The presence of or a vote cast by a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken hereunder, if the transaction is otherwise authorized, approved or ratified as provided in this Paragraph.
b) The material facts of the transaction and the Director's interest therein were disclosed or known to the members entitled to vote, and they authorized, approved or specifically ratified the transaction by vote of a majority of the members entitled to vote on the matter, as described in Chapter 181 of the Wisconsin Statutes. (Such majority vote of the shares entitled to be counted hereunder, whether or not present, also shall constitute the presence of a quorum.) The vote of those shares which may not be counted for purposes of this Paragraph shall be counted in determining whether the transaction is approved under other provisions of these Bylaws.
c) The transaction was fair to the Corporation.
5.3 Loans. No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name.
5.4 Banking Transactions. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation 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.
ARTICLE 6.
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the final day of December in each year.
ARTICLE 7.
SEAL
The Corporation shall have no seal and all formal documents otherwise calling for any such imprint may instead be inscribed with the words, "No Seal".
ARTICLE 8.
AMENDMENTS
8.1 By Members. Unless otherwise provided herein, and except as set forth in this Section, these Bylaws may be amended or repealed and new Bylaws may be adopted by a 2/3 vote of the eligible voting members of the Corporation in the manner described in Section 2.7 hereof. The members may adopt or amend a Bylaw that fixes, changes or deletes a greater or lower quorum requirement or a greater voting requirement for members than is provided in Chapter 181 of the Wisconsin Statutes, provided that such adoption or amendment must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect.
8.2 Implied Amendments. Any action taken, or authorized by the members or by the Board of Directors which would be inconsistent with the Bylaws then in effect, but which is taken or authorized by a vote that would be sufficient to amend the Bylaws to make same consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
ARTICLE 9.
INDEMNIFICATION
9.1 Indemnification for Successful Defense. Except as limited in the Articles of Incorporation, the Corporation shall indemnify a Director, officer or other employee of the Corporation, upon his or her written request, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in a proceeding if such individual was a party because he or she is or was a Director, officer or other employee of the Corporation. For purposes of this Article, the term "proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, lawsuit, arbitration, or other proceeding, whether formal or informal; "expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with the proceeding; and service as a "Director, officer or other employee" includes, inter alia, service at the Corporation's request for any other Corporation, partnership, trust or employee benefit plan.
9.2 Other Indemnification. Except as limited in the Articles of Incorporation, in cases not included under Section 9.1, the Corporation shall indemnify a Director or officer, upon his or her written request, against liability incurred by the Director or officer in a proceeding in which such individual was a party because he or she is or was a Director or officer of the Corporation, unless liability was incurred because the Director or officer breached or failed to perform a duty owed to the Corporation, and the breach or failure to perform constitutes any of the following:
a) A willful failure to deal fairly with the Corporation or its members in connection with a matter in which the Director or officer has a material conflict of interest.
b) A violation of criminal law, unless the Director or officer had reasonable cause to believe that his or her conduct was lawful, or no reasonable cause to believe that his or her conduct was unlawful.
c) A transaction from which the Director or officer derived an impersonal personal profit.
d) Willful misconduct.
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or the equivalent, does not by itself create a presumption that indemnification of the Director or officer is not required hereunder. For purposes of this Article, the term "liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture, or fine, including an excise tax assessed with respect to an employee benefit plan and reasonable expenses.
9.3 Determination of Right to Recovery. Unless otherwise provided by the Articles of Incorporation or by written agreement between the Corporation and the Director or officer seeking indemnification under Section 9.2, the latter shall select the means for determining his or her right to indemnification from among the alternatives set forth in the Wisconsin Business Corporation Law. If it is determined that indemnification is required hereunder, the Corporation also shall pay all reasonable expenses incurred by the Director or officer in connection with the determination process described in this Article.
9.4 Advance of Expenses. Upon written request by a Director or officer who is a party to a proceeding, the Corporation may pay or reimburse his or her reasonable expenses as incurred if the Director or officer provides the Corporation with both of the following:
a) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation.
b) A written undertaking, executed personally or on his or her behalf, to repay the allowance (and if required by the Corporation, to pay reasonable interest on the allowance) to the extent that it is ultimately determined that indemnification is not required hereunder or under an order by a court of competent jurisdiction. Such undertaking shall be an unlimited general obligation of the Director or officer and may be accepted without security and without reference to his or her ability to repay the allowance.
9.5 Nonexclusivity.
a) Additional Indemnification. These provisions do not preclude any additional right to indemnification or allowance of expenses that a Director of officer may have under the IRS application for 501(c)(4) approval or by resolution of the Board of Directors, or written agreement between the Director or officer and the Corporation. Notwithstanding the previous sentence, the Corporation may not indemnify a Director or officer, or permit a Director or officer to retain any allowance of expenses, unless it is determined by or on behalf of the Corporation that the Director or officer did not breach or fail to perform a duty that he or she owes the Corporation which constitutes conduct described in any of the paragraphs of Section 9.2. A Director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in the foregoing determination.
b) Insurance. The Corporation may purchase and maintain insurance on behalf of any individual who is a Director, officer, other employee, or agent of the Corporation against liability asserted against or incurred by such individual in his or her capacity as Director, officer, other employee or agent or arising from his or her status as Director, officer, other employee or agent, regardless of whether the Corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under any other provision herein.
c) Nonduplication of Relief. The Corporation shall not indemnify any individual under the terms of this Article if such individual has previously received indemnification or allowance of expenses from any person, including the Corporation, in connection with the same proceeding. However, any individual entitled to indemnification hereunder has no duty to look to any other person for indemnification.
d) Other Litigation Expenses. This Article does not affect the Corporation's power to pay or reimburse expenses incurred by a Director or officer who is a witness in a proceeding to which he or she is not a party, or who is a plaintiff or petitioner in a proceeding because he or she is or was a Director, officer, other employee or agent of the Corporation.
ARTICLE X
10.1 Dissolution Pursuant to Chapter 181 of the Wisconsin Statutes, the Board of Directors must adopt a resolution recommending the Corporation be dissolved. The Board of Directors must then direct the question of dissolution to the members to vote on. This meeting may be either an annual or a special meeting called for the purpose of dissolution. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the Corporation must be given to each member entitled to vote at the meeting not more than sixty (60) days and not less than five (5) days prior to the meeting. Upon dissolution, all assets must be used exclusively for exempt purposes such as charitable, religious, educational, and/or scientific purposes.