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Bylaws — August 1, 2020
WISCONSIN EMPLOYEE RELOCATION COUNCIL, INC
ARTICLE I. NAME, PURPOSE, OFFICE
Section 1. Name
The name of the Corporation is “Wisconsin Employee Relocation Council, Inc..”
The authorized abbreviation of the name of the Corporation isWiERC.
Section 2. Purpose
WIERC is a Wisconsin Not-for-Profit
Corporation which has been established to:
A. Promote the sharing of information and ideas in the corporate relocation field.
B. Promote professional standards in the corporate relocation field.
C. Promote and conduct educational workshops and seminars concerning corporate relocation.
Section 3. Offices
The WiERC shall have and continuously maintain in the State of Wisconsin a registered office and a registered agent.
ARTICLE II. MEMBERSHIP
Section 1. Membership Eligibility
A. Company Membership in the WiERC is open to organizations regularly engaged in the relocation of their employees that are interested in furthering the study and solution of problems encountered by relocated employees and their employers. Company Membership is entitled to up to 5 membership representatives.
B. Organizations whose primary business activity is in any of the following fields:
1. Corporate positions supporting mobility or relocation services
2. Real estate brokerage with an established relocation department
3. Real estate appraising
4. Residential property management
5. Residential mortgage lending (to individual consumers)
6. Title insurance
7. Shipment of household goods
8. Organizations who consult with corporations on relocation policy development and/or administration
9. Employment agencies including professional and executive recruiting organizations
10. Law firms involved in real estate or corporate relocation
11. Temporary housing services
12. Destination Services
* DSP Providers
* Spouse Assistance Programs
* Education Assistance
* Pet relocation
* Language Training
* Intercultural Training
13. Immigration Service Provider
14. Tax Assistance for relocation provider
15. Furniture rental in support of relocation services
16. Other organizations providing any type of relocation related service, directly or indirectly.
Section 2. Admission to Membership
Application for Membership shall be made in writing. All applications shall be reviewed for membership consideration by the Board of Directors, based on the applicant’s ability to meet the qualifications prescribed by these BYLAWS. Application approval may be accepted or deferred at-will by the Board of Directors.
Section 3. Member Representatives
When an organization makes application for membership, it shall provide the Secretary with up to five (5) names and addresses of individuals, or an individual, designated as Members Representative(s), to receive communications in each of the areas of interest defined from time to time by the Board of Directors. Such Member Representative(s) shall be responsible for advising the Secretary of changes in the list of representatives of the Member which he or she is employed by, and all notices required by these BYLAWS shall be sent to all Member Representatives. Each Member Company shall be responsible for payment of dues. All membership rights resides with Company Membership.
Section 4. Members in Good Standing
A member shall be deemed to be in good standing if all dues are paid and the member continues to meet the qualifications stated in Sections 1 A and B. A Member shall be deemed to have paid all dues if not more than sixty (60) days have elapsed since billing.
Section 5. Membership Tenure
The membership term is a one (1) year term from January 1st through December 31st of each year.
Section 6. Voting Rights
Each Membership Company is entitled to vote via proxy of presence at the business meeting without regard to the number of representatives it has in the WiERC. Only one representative per Membership Company shall vote.
Section 7. Termination of Membership
A. Through Resignation Any Membership Company may voluntarily terminate its membership by filing a written resignation with the Secretary of theWiERC at least thirty (30) days prior to the date the resignation is to become effective. Member Representatives can be filled by another authorized company representative.
B. Through Ineligibility – Any member, who, after appropriate documentation, is determined by a majority vote
of all Members of the Board of Directors to no longer meet the qualifications for membership, company shall be terminated as a Member.
C. For Cause – Any member who engages in activities detrimental to theWiERC may be terminated as a member after appropriate documentation and a majority vote of the Board of Directors.
Upon termination of Company Membership or Member Representative for any reason, all rights, privileges, and other interests of such Members in theWiERC shall cease and no pro-rated refund of dues shall be made.
Section 8. Reinstatement of Membership
Upon written request signed by a former Company Membership and filed with the Secretary, Board of
Directors by a majority vote of all the Members of the Board may reinstate such former Company Membership to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE III. MEETING OF MEMBERS
Section 1. Annual Meetings
The annual meeting shall be held during the month of December in each year and at such place and hour the Board of Directors shall determine for the purpose of electing directors and for conducting other business matters.
Section 2. Special Meetings
Special meetings of the members may be called either by the President, a majority vote of the Board of Directors and Officers, or by a majority of the voting members.
Section 3. Notice of Meetings
Written notice stating the place, date and hour of any meeting of the members shall be delivered to the address of record of each member entitled to vote at such meeting not less than seven (7) days before the date of such meeting. The purpose for which meeting is called shall be stated in the notice.
Section 4. Quorum
A quorum for the transaction of business at any meeting of the membership shall be no less than twenty-five percent (25%) of the voting members of theWiERC.
Section 5. Proxy Vote
Voting by proxy is permitted.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The general affairs of theWiERC shall be managed by its Board of Directors.
Section 2. Number and Tenure
The Board of Directors shall consist of no less than five (5) members. The five (5) members shall hold office for a two (2) year term. All Board of Directors will be eligible for re-election for an additional two (2) year term, except for Vice President and President roles which will be held at one (1) term of two (2) years.
Board of Director Positions:
President
Vice President
Secretary
Treasury
Chairman (Past President)
Membership Chairman
Social Media / Website / Communications – Chairman
Sponsorship Chairman
Programming Chairman
Programming Co-Chairman
Corporate Advisory Chairman
Charitable Causes Chairman
Section 3. Eligibility of Board Members
All BoardMembers must be a representative of a member organization in good standing.
Section 4. Nomination and Election of Board Members
Prospective nominees shall complete the WiERC Board Application for consideration of available board positions. The Board reviews eligible applicants and names of the recommended applicants for Board Positions shall be presented for voting confirmation by the members in attendance at the Annual Meeting of Members.
Section 5. Re-election Eligibility
All Board of Directors will be eligible for re-election for additional two (2) year term, except for Vice President and President roles which will be held at one (1) term of two (2) years.
Section 6. Limitation
A Member Representative may not be elected to the Board of Directors while another representative of the same Company Membership is serving as a BoardMember, unless approved by the Board.
Section 7. Resignation
Any BoardMember, at any time, may resign by giving written notice of such resignation to the Secretary,WiERC. Such resignation shall be effective as of the date specified therein and if no date is specified, the resignation shall be effective upon receipt by the Secretary.
Section 8. Vacancies
In the event a vacancy in the Board of Directors occurs, such vacancy shall be filled by the Board of Directors, who shall elect a BoardMember to serve until the next Annual Meeting of Members, at which time the Board of Directors shall elect a new BoardMember to serve the unfulfilled term of the predecessor in office.
Section 9. Annual Meeting
The Annual Meeting of the Board of Directors shall be held within ninety (90) days following the Annual Meeting of Members.
Section 10. Special Meetings
The Board of Directors may provide a resolution the time and place for the holding of additional meetings of the Board. In addition, meetings of the Board of Directors may be called by or at the request of the President or any three (3) board members.
Section 11. Quorum
A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 12- Cause for Removal
Any BoardMember may be removed for cause by a majority vote of the Board of Directors. Removal of a Board Member elected by the members may be appealed to the membership. Reinstatement may be by a majority vote of the voting members in good standing.
ARTICLE V. OFFICERS
Section 1. Officers
The elected Officers of the Board of Directors shall be a President, Vice President, Secretary, and Treasurer.
Section 2. Duties of Officers
The duties of the Officers shall be as their titles indicated by general usage and may be assigned to them by a majority vote of the Board of Directors.
Section 3. Election of Officers
The Officers of the WiERC shall be elected by the Board of Directors at the Annual Meeting of the Board. Nominees are to be selected from among the elected BoardMembers.
Section 4. Tenure
Officers shall be elected for a two-year (2) term and may be re-elected for additional terms. The office and the duties of the new Officers will be assumed on January 1st.
Section 5. Vacancies
The President shall, with the majority vote approval of the Board of Directors, appoint a qualified Board Member to hold office to fill any interim vacancy.
ARTICLE VI. COMMITTEES
Section 1. General Committees
The Board of Directors may appoint such Committees, , as deemed appropriate, with the majority vote approval of the Board of Directors. The number of members per Committee will be determined by the Board of Directors. Duration of a general Committee shall be determined by the Board of Directors.
Section 2. Standing Committees
Standing Committees shall be those on Membership, Programming, , Social Media, Sponsorship, Corporate Advisory, Charitable Causes and any other Committee the President and the Board of Directors shall from time-to-time designate.
Section 3. Chairman
One member of each Committee shall be appointed Chairman by the Board of Directors, or by its respective Committee.
Section 4. Vacancies
Vacancies in the membership of any Committee may be filled by appointments made in the same manner as provided in the original appointment.
Section 5. Quorum
The majority of the Members of the Committee shall constitute a quorum. Matters in issue shall be resolved by the vote of a majority of the members present and presented to the Board for approval.
ARTICLE VII. RULES OF ORDER
Section 1. Rules of Order
Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Corporation and Committee in all instances wherein its provisions do not conflict with the BYLAWS.
ARTICLE VIII. AMENDMENTS TO BYLAWS
Section 1. Procedure
These BYLAWS may be altered, amended, repealed, and new BYLAWS may be adopted by a majority of the entire Board of Directors at any meeting of the Board, provided that at least seven (7) days written notice is given of intention to alter, amended, repeal, or to adopt new BYLAWS at such meeting, provided however Article XI of the BYLAWS may be altered or amended only by a majority vote of all eligible voting Members held pursuant to proper notice of such meeting which is accompanied by either the text of the proposed amendments or a summary thereof.
Section 2. Notice
When any amendments of the BYLAWS have been made, copies of said amendments, or a complete revised copy of the BYLAWS as amended, shall be mailed or confirmed email within sixty (60) days to each Member Representative.
Section 3. Amendment by Members
Any voting Member in good standing may submit a proposed amendment or additional bylaws to the Board for its consideration. In the event the Board fails to adopt such proposed amendment or addition, the proposed amendment or addition will be submitted to the consideration for the membership at the next annual meeting, where it must receive the approval of two-thirds of the Members in good standing present to pass. The text of the proposed amendment or addition shall be mailed to the Members with the notice of meeting.
ARTICLE IX. DISSOLUTION
Section 1.
The WiERC may only be dissolved by a majority vote of seventy-five percent (75%) of the voting Members present at a meeting specially called for the purpose.
Section 2.
Upon the dissolution or winding up of affairs ofWiERC, after providing for the payment of all obligations, any remaining assets shall be distributed to any federally recognized non-profit organization, subject to approval by the Board of Directors.
ARTICLE X. FISCAL AND ELECTIVE YEARS
Section 1.
WiERC operates on a calendar year basis. The elective year shall be from January 1 through December 31, inclusive of each year.
ARTICLE XI. DUES
Section 1. Annual Dues
The bases of rates of dues shall be established by vote of a majority of the Board of Directors. Each Company Member shall be responsible for payment of the dues of each of its Representatives in advance of January 1 of the membership term. During the first year of membership, dues will be prorated from date of acceptance to the end of the membership term.
ARTICLE XII. ACCOUNTING
Section 1. Books and Records
The WiERC shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its Members, Board of Directors, Officers, and Committees. All books and records of the WiERC may be inspected by any voting Member for any proper purpose at any reasonable time.
ARTICLE XIII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts
The Board of Directors may authorize an Officer or Officers, agent or agents of theWiERC, in addition to the Officers so authorized by these BYLAWS, to enter into any contract or execute and deliver any instrument in the name and on behalf ofWiERC and such authority may be general or confined to specific instances. WiERC requires two levels of approval or acceptance from the Board of Directors for all contracts and delivery of any instrument in the name of WiERC.
Section 2. Checks, Drafts, Inc.
All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of WiERC, shall be signed by such delegated Officer or Officers, of and in such manner as shall from time-to-time be directed by resolution of the Board of Directors.
Section 3. Deposits
All funds ofWiERC shall be deposited from time to time to the credit of WiERC in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of WiERC any contribution, gift, or bequest, or device for the general purpose or for any special purpose of WiERC.
ARTICLE XIV. WAIVER OF NOTICE
Section 1.
Whenever any notice is required to be given under the provision of the General Not-for-Profit Corporation Act of Wisconsin, or under the provisions of the Articles of Incorporation of the BYLAWS of WiERC, a waiver thereof in writing signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent of the giving of such notice.
