[
FRIENDS OF Friends of the Badger Trail, INC.
Article
I
Name and
Purpose
Section 1. The name of the corporation is Friends of the Badger Trail, Inc.
Section 2. This corporation is organized for the charitable and educational
purpose of supporting, assisting, and promoting the Wisconsin Department of
Natural Resources with interpretive, scientific, historical, educational, and
related visitor services at Friends of the Badger Trail, Dane and
a. Sponsor
and support volunteer interpretive services and environmental education
activities, seminars, lectures, and other activities that contribute to the
interpretive and educational programs of the trail.
b. Provide
for the distribution or sale of appropriate interpretive materials, such as
books, pamphlets, and photography at the trail.
c. Provide
financial support to the trail for the furtherance of its interpretive
programs, facilities, and resources, raising revenues through such methods as
membership fees, donations, sales, and special events.
Article
II
Membership
Section 1. There shall be five classes of membership in this corporation:
a. Regular membership. Any
person 18 years of age or older, of good character and dedicated to the
purposes of this organization shall be eligible for regular membership upon
acceptance of his or her application by the Board of Directors and payment of
such dues and initiation fees as may be established by the Board of
Directors. A regular member is entitled
to one vote at a membership meeting.
b. Family membership. Any
person eligible to be a regular member, together with his or her spouse and
dependent minors, shall be eligible for family membership upon payment of such
dues as may be established by the Board of Directors. Each family membership is entitled to one
vote at a membership meeting.
c. Business membership. Any
business shall be eligible for business membership upon payment of such dues as
may be established by the Board of Directors.
Each business membership is entitled to one vote at a membership
meeting.
d. Senior membership. Any person 55 years of age or older may be
eligible for a senior membership, upon payment of such dues and initiation fees
as may be established by the Board of Directors. Each senior member is entitled
to one vote at membership meetings.
e. Honorary membership. Any
person eligible to be a regular member shall be eligible to be an honorary
member by resolution of the Board of Directors.
An honorary member pays no dues or initiation fees and is not eligible
to vote.
Section 2. All members, of all classes, shall be eligible to receive all
annual or other reports of the corporation and all members may attend the
annual or other meetings of the corporation.
Only regular, family, and senior members may become officers or
directors of the corporation.
Section 3. Any member may withdraw from the corporation upon giving notice
in writing to the Board of Directors.
Any member may be removed from membership upon good cause and by
unanimous vote of the Board of Directors.
Article
III
Organization
and Administration
Section 1. The Board
of Directors shall consist of seven directors, president, vice-president,
secretary, treasurer, and three at-large directors, elected from the voting
membership of the corporation. At the
time of the adoption of these bylaws, the president, secretary, and two
at-large directors shall be elected for two years. The vice-president,
treasurer, and 1 at-large director shall be elected for 1 year. Thereafter, at each annual meeting, directors
shall be elected to succeed those directors whose terms will be next expiring. Each director thereafter shall take office on
January 1 following his or her election and shall serve for three years, or
until a successor shall be elected or appointed.
Vacancies on the Board of
Directors shall be filled by selection and appointment by a majority of the
remaining directors.
Section 2. The Board of Directors named in the Articles of Incorporation
shall constitute the initial Board of Directors.
Section 3. The Board of Directors shall meet as soon as practical after
newly-elected directors take office and at such other times as the president
may call a meeting, or at any time that the property coordinator, with the
concurrence of three or more members of the Board of Directors, may request a
meeting.
Section 4. At its first meeting after newly-elected directors take office,
the Board of Directors shall elect the following officers, all of whom shall
serve without compensation:
a. President. The president
shall be a member of the Board of Directors and shall preside at meetings of
the board and the membership.
b. Vice President. The vice
president shall be a member of the Board of Directors and shall preside in the
absence of the president.
c. Secretary. The secretary
shall be a member of the Board of Directors and shall keep minutes of all
meetings of the board and the membership.
d. Treasurer. The treasurer
need not be a member of the Board of Directors and shall not be an employee of
the Department of Natural Resources.
Unless a member of the board, the treasurer shall have no vote in
actions taken by the board. The treasurer
shall administer the finances of the corporation and supervise the keeping of
the corporation's financial records. The
treasurer shall submit an annual financial statement to the board for
presentation and approval at the annual meeting.
Section 5. The Board of Directors shall formulate all the operational
policies of the corporation and shall coordinate its activities through the
property coordinator and a business manager if one is employed. The powers of the board shall be limited only
by law, the Articles of Incorporation, these bylaws, and the policies of the
Department of Natural Resources.
Section 6. The property coordinator shall be the superintendent or such other
person as the superintendent shall appoint to this position. The term of office shall be until replaced by
the superintendent.
The property coordinator
shall serve as the Department of Natural Resources representative to the Board
of Directors and shall advise the board on all program needs. The property coordinator shall meet with the
board, but shall have no vote on actions taken by the board. The property coordinator shall act as an
advisor on all publications activities.
The property coordinator shall not sign checks or legal contracts as a
representative of the corporation.
Section 7. A business manager may be appointed as a volunteer or hired by
and serve at the pleasure of the Board of Directors.
The business manager shall
serve as the corporation's on-site liaison with the Department of Natural
Resources and shall represent the corporation in all business and legal
activities.
The business manager shall
authorize the expenditures of the corporation's funds for sale publications,
printing, stationery, travel, employment of clerks, and incidental expenses
incurred in the conduct of the corporation, provided that no individual
expenditure exceeds the sum of $100 without the prior approval of the board or
through the authorized budget.
The business manager shall
hire and discharge all employees of the corporation and shall conduct those
business transactions necessary to hire and discharge. The business manager shall be the immediate
supervisor of all persons employed by the corporation, except when a person is
hired fro specific interpretive duties, at which time that person shall be
supervised by the property superintendent or interpreter.
Section 8. The Board of Directors may select and appoint an advisory
committee of interested scientists, historians, and Friends of the Badger
Trail, available for consultation on matters of the corporation and technical
questions. Committee members should
represent the principal fields of the corporation's endeavor and should be
invited and encouraged to offer suggestions and criticisms of the policies and
work of the corporation.
Members of this committee
shall hold office for one year, subject to reappointment. All immediate past directors shall serve on
this committee for one year. The superintendent of the Badger Trail, unless
designated as property coordinator, shall at all times be a member of this
committee. Any member of persons may serve on this committee. Inactive members
may be replaced upon notice by the Board of Directors.
Article
IV
Meetings
Section 1. The corporation shall hold an annual meeting in an appropriate
place during the month of November.
Notice of the time and place of such meeting and its agenda shall be
given by mail to all members of the corporation. Other meetings may be called by the Board of
Directors or by the written request of ten percent of the members of the
corporation.
Section 2. A quorum is any number of voting members present at the meeting.
The president shall conduct
meetings. Only voting members present
may vote on the election of directors or other motions made at meetings.
All meetings will be
conducted according to Roberts Rules of Order.
Section 3. At the annual meeting, the property coordinator shall present the
annual report of the corporation's activities and its plans for the
future. The treasurer shall present a
financial report.
Directors shall be elected
at the annual meeting in accordance with Article III, Section 1 of these
bylaws. Nominations for such positions
shall have been made by the president on behalf of the Board of Directors and
included in the notice of the annual meeting.
Other nominations may be made from the floor at the meeting. Those nominees receiving the highest number
of valid votes cast will be elected; a tie vote will be broken by the
president.
Article
V
Property,
Funds, and Assets
Section 1. All property, funds, and assets of any nature received or
acquired by the corporation shall be taken, held, disposed of, and expended in
the following manner:
All monies received from membership fees and the sale of publications, or derived in any manner from the business operations of the corporation, shall deposited in an operations fund and shall be used for the support of the Badger Trail and its missions and activities; publication of technical and popular publications; the development of the library and interpretive center; purchase of sales publications, stationery, miscellaneous supplies and equipment, travel expenses, secretarial employment; and other miscellaneous expenses incurred by the corporation in the usual course of business.
Money received by donations
for specific purposes shall be expended only for the purposes specified by the
donor.
Section 2. The corporation shall maintain all funds in any bank or savings
and loan association whose deposits are insured by an agency of the
Section 3. No income of the corporation shall be distributable to its
directors or officers. Reasonable compensation or wages may be established for
services rendered or work performed by officers and employees of the
corporation.
Article
VI
Miscellaneous
Section 1. The principal place of business of the Friends of the Badger
Trail shall be in The New Glarus Woods State Park, Wisconsin.
Section 2. The Board of Directors may adopt a corporate seal as it sees fit.
Article
VII
Amendment
of Bylaws
Section 1. Power to
repeal or amend these bylaws and to adopt additional bylaws is hereby delegated
to the Board of Directors, and may be executed at any meeting of the board
provided that proper notice has first been given to the individual directors by
mail at least one week before the meeting.
Such action must be executed by a two-thirds vote of the total Board of
Directors.
These bylaws also may be
amended by a majority vote at any duly noticed meeting of the members if the
intended changes have been presented at a previous meeting of the members, and
at which a quorum is present.
Article
VIII
Dissolution
Section 1. In the event of the dissolution of the Friends of the Badger
Trail, or any change to the bylaws which allows engagement in activities not
directly related to the missions and activities of the Badger Trail or the
state park and forest system, all net assets shall be transferred to the Gift
and Donation Account. Any portion of
funds donated for specific purposes Badger Trail will be so designated to the
extent possible.