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C1-WCIJBylaws

C1-WCIJBylaws

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Published by anna5623

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Published by: anna5623 on Sep 03, 2010
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12/03/2013

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ATTACHMENT A
BYLAWS OF THEWISCONSIN CENTER FOR INVESTIGATIVE JOURNALISM
ARTICLE I
 Name and PurposeThe name of this Corporation is WCIJ Inc., a Wisconsin non-stock corporation d/b/a theWisconsin Center for Investigative Journalism (the “Corporation”). The purpose for which thisCorporation is formed is to promote rigorous, ethical, non-partisan and innovative journalism inthe state of Wisconsin, as this Corporation’s resources permit, and by cooperating with other agencies to accomplish the following:a.Access services already existing in government departments, non-governmentorganizations and other community service providers. b.Reduce administrative and program costs.c.Avoid duplication of efforts.d.Enhance participants’ knowledge and roles.The Corporation shall engage only in those activities permitted under Section 501(c)(3) of theInternal Revenue Code of 1986, as amended from time to time.
ARTICLE II
OfficesSection II.1 The Corporation may have such offices as may be designated from time totime by resolution of the Board of Directors, one of which may be designated as the principaloffice.Section II.2 Registered Office and Registered Agent . The Corporation shall maintain aregistered office and registered agent in the State of Wisconsin in accordance with the provisionsof the Wisconsin Non-stock Corporation Law, Chapter 181 of the Wisconsin Statutes (the“Act”).
ARTICLE III
MembersSection III.1 The Corporation shall have no members.
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ARTICLE IV
Board of DirectorsSection IV.1 Powers and Responsibility . The powers of the Corporation shall be vestedin the Board of Directors, which shall have charge, control and management of the property andaffairs of the Corporation.Section IV.2 Number . The Board of Directors shall consist of not less thanthree (3) members nor more than eleven (11) members. The exact number of which shall beestablished from time to time by the board of directors. When, because of death, resignation,retirement or removal, a director’s position becomes vacant, the remaining directors shallconstitute the Board of Directors until the vacancy(ies) is/are filled as hereinafter provided. Insuch event, said vacancy(ies) shall be filled as soon as reasonably possible.Section IV.3 Qualifications . Any individual who supports the enumerated goals and policy objectives of the Corporation shall be eligible for election or re-election to the Board of Directors. Directors need not be residents of the State of Wisconsin.Section IV.4 Term . Subject to Section 4.5 hereof, each Director shall hold office for aterm of three (3) years or until his or her successor has been elected. Directors shall be elected atthe annual meeting of the Board of Directors. The terms of the directors shall be staggered suchthat approximately one-third (1/3) of the Board of Directors shall be elected each year. ADirector may be re-elected to membership on the Board.Section IV.5 Initial Directors . The following persons constitute the initial Board of Directors, to hold such office for the terms set forth below, which terms expire effective as of thedate of the annual meeting in the year indicated. Thereafter, each successive term shall be for the full three (3) year period.
 
DirectorExpiration Date
Brant Houston2009Charles Lewis2010Jack Mitchell2011Section IV.6 Resignation . A director may resign at any time by filing a writtenresignation with the Secretary of the Corporation. The resignation shall take effect at the time inthe future specified in the written notice or, if no such time is specified, then upon receipt of theresignation by the Secretary of the Corporation, and unless otherwise specified therein,acceptance of such resignation shall not be necessary to make it effective.Section IV.7 Withdrawal . A director shall be deemed to have withdrawn from theBoard of Directors, creating a vacancy on the Board, if that director has unexcused absencesfrom either (i) three (3) consecutive meetings of the Board or (ii) one-half (1/2) of the meetingsof the Board in any twelve (12) consecutive month period.
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Section IV.8 Removal . A director may be removed from office with or without cause by the vote of two-thirds (2/3) of the other directors present at a meeting at which a quorum of directors is present. An action to remove a director must be taken at a meeting of the Board of Directors, notwithstanding Section 5.8 of these Bylaws.Section IV.9 Vacancies . If a vacancy occurs in the Board of Directors from any cause,including an increase in the number of directors, an interim director may be elected by a majorityof the Board of Directors then in office, even though less than a quorum. An interim director shall serve until a successor is elected upon expiration of the term of office for that director.Section IV.10 Voting Rights . Each director shall be entitled to one vote on all matterscoming before the Board. There shall be voting by proxy.
ARTICLE V
Meetings of DirectorsSection V.1 Annual Meetings . The annual meeting of the Board of Directors shall beheld during the month of April, at such time and place as the Board of Directors or Presidentmay determine, for the purpose of selecting new directors, officers, and for transacting suchother business as may come before the meeting. In the event of failure, through oversight or otherwise, to hold the annual meeting of the Board of Directors in the month herein provided for,the annual meeting may be held at a later date.Section V.2 Regular Meetings . Regular meetings of the Board of Directors shall beheld at such times and places as shall be designated by the Board of Directors; provided,however, that the Board of Directors shall meet a least three (3) times per year. Notice of regular meetings shall be sent in accordance with Section 5.5.Section V.3 Special Meetings . Special meetings of the Board of Directors may be heldat any time and place for any purpose or purposes, unless otherwise prescribed by the Act, oncall of the President of the Corporation or any two (2) directors.Section V.4 Meetings by Telephone or Other Communication Technology .(a)Any or all directors may participate in a regular or special meeting or in acommittee meeting of the Board of Directors by, or conduct the meetingthrough the use of, telephone or any other means of communication bywhich either: (i) all participating directors may simultaneously hear eachother during the meeting, or (ii) all communication during the meeting isimmediately transmitted to each participating director and each participating director is able to immediately send messages to all other  participating directors.(b)If a meeting will be conducted through the use of any means described insubsection (a), all participating directors shall be informed that a meetingis taking place at which official business may be transacted. A directo participating in a meeting by any means described in subsection (a) isdeemed to be present in person at the meeting. If requested by any
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