October 3, 2006
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 is WERC.
Section 2. Purpose
WERC 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 WERC 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. Membership in the WERC 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.
B. Organizations whose primary business activity is in any of the following fields:
1. Real estate brokerage with an established relocation department
2. Real estate appraising
3. 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. Organizations who consult with corporations on site and/or facility analysis for purposes of office and plant locations.
10. Employment agencies including professional and executive recruiting organizations.
11. Law firms involved in real estate or corporate relocation
12. Temporary housing providers
13. Spouse job assistance firms
14. Child care providers
15. 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 the 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.
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 two (2) year term from January 1st through December 31st of the following year.
Section 6. Voting Rights
Members are entitled to via proxy of presence at the business meeting without regard to the number of representatives it has in the WERC.
Section 7. Termination of Membership
A. Through Resignation – Any member may voluntarily terminate its membership by filing a written resignation with the Secretary of the WERC at least thirty (30) days prior to the date the resignation is to become effective.
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 shall be terminated as a Member.
C. For Cause – Any member who engages in activities detrimental to the WERC may be terminated as a member after appropriate documentation and a majority vote of the Board of Directors.
Upon termination of membership for any reason, all rights, privileges, and other interests of such Members in the WERC shall cease and no pro-rated refund of dues shall be made.
Section 8. Reinstatement of Membership
Upon written request signed by a former Member and filed with the Secretary, Board of Directors by a majority vote of all the Members of the Board may reinstate such former Member 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 the WERC.
Section 5. Proxy Vote
Voting by proxy is permitted.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The general affairs of the WERC 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.
Section 3. Eligibility of Board Members
All Board Members must be a representative of a member organization in good standing.
Section 4. Nomination and Election of Board Members
The nominating Committee, (see Article IV, Section 1) shall nominate at least one Candidate for each vacancy on the Board of Directors. The names of the prospective nominees shall be presented to the members in attendance at the Annual Meeting of Members. Additional nominations for a board member position may be made from the floor. In the event there are more nominees than vacancies of Board of Directors, election shall be by secret ballot at the Annual Meeting of Members.
Section 5. Re-election Eligibility
A board member retiring from the Board at the expiration of a two-year term shall not be eligible for re-election as a board member until the Annual Meeting of Members.
Section 6. Limitation
A representative may not be elected to the Board of Directors while another representative of the same member organization is serving as a board member unless approved by the board.
Section 7. Resignation
Any board member, at any time, may resign by giving written notice of such resignation to the Secretary, WERC. 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 board member to serve until the next Annual Meeting of Members, at which time the Member of WERC shall elect a new board member to serve the unexplored term of the predecessor in office.
Section 9. Annual Meeting
The Annual Meeting of the Board of Directors shall be held within thirty (30) 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 board member 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 WERC shall be elected by the Board of Directors at the Annual Meeting of the Board. Nominees are to be selected from among the elected board members.
Section 4. Tenure
Officers shall be elected for a two-year 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 member to hold office to fill any interim vacancy.
Section 6. Resignation
Any officer, at any time, may resign by giving written notice of such resignation to the Secretary of the Corporation. 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.
ARTICLE VI. COMMITTEES
Section 1. General Committees
The President may appoint such committees, in addition to the membership and nominating committees, as he/she deems appropriate, with the majority vote approval of the Board of Directors. At least one member of the Board of Directors shall be appointed to each committee as chairman of that committee. The balance of each committee shall be filled by members at large. The number of members per committee will be determined by the President. Duration of a general committee shall be determined by the President with the approval of the Board of Directors.
Section 2. Standing Committees
Standing committees shall be those on Membership, Programs, 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 President, 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 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
The WERC 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.
Upon the dissolution or winding up of affairs of WERC, 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
WERC 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 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 WERC shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its members, offices, and committees. All books and records of the WERC 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 the WERC, 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 of WERC and such authority may be general or confined to specific instances.
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 WERC, 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 of WERC shall be deposited from time to time to the credit of WERC 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 WERC any contribution, gift, or bequest, or device for the general purpose or for any special purpose of WERC.
ARTICLE XIV. WAIVER OF NOTICE
Whenever any notice whatever 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 WERC, 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.