Organization Bylaws

AMENDED AND RESTATED BYLAWS

WISCONSIN SCHOOL FOR THE BLIND AND VISUALLY IMPAIRED ALUMNI, INC.

June, 2012

ARTICLE I MEMBERSHIP

Section 1. Members. Member shall include:

(A) Any person who attended WSBVI during an academic school year or

(B) Any person who is or has been employed at WSBVI during an academic school year.

Section 2. Termination. Membership in the Corporation shall be terminated by death, voluntary withdrawal, or the exclusion of a member. Members may be expelled for cause by an affirmative vote of the entire Board of Directors.

ARTICLE II PAYMENT OF DUES

Members must pay dues as fixed by the Board of Directors, payable at the time of each reunion. Persons who fail to pay their dues will have their names placed in an inactive file.

ARTICLE III MEETINGS

Section 1. Meetings. The Board of Directors shall determine the date, time and place of all meetings of the Association. A meeting shall be scheduled at least once each three (3) years.

Section 2. Notice. Written notice of meetings shall be sent to all members at least thirty (30) days prior to a scheduled meeting.

Section 3. Quorum. A quorum for transacting business shall consist of no less than thirty-five (35) members.

ARTICLE IV VOTING

Section 1. Votes. Each active member shall be entitled to one (1) vote upon each matter submitted to a vote.

Section 2. Proxies.At all meetings of members, a member entitled to vote is prohibited from voting by proxy.

ARTICLE V BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall report to the membership at all regular meetings of the membership.

Section 2. Eligibility. Any active member of the alumni shall be eligible for election to the Board of Directors.

Section 3. Tenure. Four (4) Directors shall be elected at each triennial meeting held in even numbered years; five (5) Directors shall be elected at each triennial meeting held in odd numbered years. Each Director shall be elected to serve a six (6) year term. If an Association meeting does not occur at the end of the sixth year, the member shall serve until the next scheduled meeting of the Association.

Section 4. Selection of Candidates. A nominating committee shall be appointed by the Board of Directors who shall submit a slate of candidates, each slate to contain the number of positions to be filled plus two (2). Further, nominations may be made from the floor.

Section 5. Notice to Membership. Members shall be notified of the names of the nominees at least thirty (30) days before a meeting at which the election is held.

Section 6. Vacancy. If a vacancy shall arise on the Board, the Board shall appoint a member of the Association to fill the vacancy until the next regular election period.

Section 7. Quorum. A quorum of the Board of Directors shall consist of a majority of members.

Section 8. Meetings. The Board of Directors shall meet annually, one of these meetings shall occur no later than thirty (30) days following any meeting of the Alumni. Special Board meetings may be called at the discretion of the President or by a majority of the Board. If possible, notice of Board meetings shall be given to each Board member at least seven (7) days prior to the scheduled meeting.

Section 9. Compensation. Directors shall receive no compensation for their services. They may be reimbursed for expenses in an amount to be determined by the Board of Directors. 

ARTICLE VI OFFICERS

Section 1. Titles. The principle officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, each of whom shall be elected by the Board of

Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 2. Elections. Officers shall be elected by the Board of Directors at the meeting following each triennial reunion. Each officer shall serve until the next triennial election.

Section 3. Vacancy. Vacancies in any principle office shall be filled by the Board of Directors for the unexpired portion of the term.

Section 4. Duties.

President. The President shall preside at all meetings and can be an ex-officio member of all committees.

Vice-President. The Vice-President shall perform all the duties of the President in the latter's absence or temporary disability. Should the President die, resign, or become unable to perform the duties by reason of other disabilities, the Vice-President shall immediately succeed to the office of President. Should the office of the Vice-President become vacant, it shall be filled at the next meeting of the Board.

Secretary. The Secretary shall: (1) keep a permanent record of the minutes of the membership and the Board of Directors;

(2) see that all notices are duly given in accordance with the provision of these bylaws or as required by law; (3) be custodian of the corporate records;

(4) keep or arrange for the keeping of a roll of members by class, including such members' Post Office address, which address shall be furnished to the Secretary by such members; and

(5) 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 by the President or the Board of Directors.

Treasurer. The Treasurer shall:

(1) have charge and custody and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or depositories as shall be selected by the Board of

Directors; and

(3) in general, perform all the duties incident to the office of Treasurer and have such other duties and exercise such authority as from time to time may be delegated or assigned 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/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

ARTICLE VII REPRESENTATION ON THE WISCONSIN COUNCIL OF THE BLIND AND VISUALLY IMPAIRED

Section 1. Number. The number of representatives to the Wisconsin Council of the Blind and Visually Impaired shall be two (2).

Section 2. Tenure, Qualifications and Elections. Representatives to the Wisconsin Council of the Blind and Visually Impaired shall serve for a term of three (3) years, beginning in the January following their election. If an Association meeting does not occur at the end of the third year, the Representative shall serve until the next scheduled meeting of the Association. Any member who meets the qualifications set forth in the bylaws of the Wisconsin Council of the Blind and Visually Impaired shall be eligible to serve as an Alumni Representative on the Wisconsin Council of the Blind and Visually Impaired.

The Nominating Committee shall submit a slate of candidates for the two (2) positions as representatives to the Wisconsin Council of the Blind and Visually Impaired, each slate of candidates to contain twice as many names as the number of positions to be filled. Such slate shall be submitted at least thirty (30) days prior to the mailing date of the notice of the triennial meeting of the members, and shall be included as part of the notice that is mailed. At the triennial meeting, further nominations may be made from the floor and added to the slate of candidates. From the slate of candidates, two (2) representatives shall be chosen by a vote of the members entitled to vote, such vote to be conducted in the same manner as the triennial election of Directors.

Section 3. Vacancy. Any vacancies occurring among the representatives shall be filled for the unexpired term by the affirmative vote of a majority of the members of the Board of Directors.

ARTICLE VIII STANDING COMMITTEES

The Board of Directors shall appoint the following standing committees: Nominating Committee, Program Committee, Fund-Raising Committee, Newsletter Committee, and any other committees deemed necessary. Standing committees shall be appointed at the first meeting of the Board of Directors following a triennial reunion. At least one member of the Board of Directors shall serve on each committee.

ARTICLE IX AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by the members by affirmative vote of not less than two-thirds of the members present at any meeting of the members at which a quorum is in attendance, provided that the notice of such meeting shall include proposed amendments, alterations, or new bylaws to be adopted. These bylaws, as adopted by the members, may not be amended or repealed by the Directors.

Section 2. Implied Amendments. Any action taken or authorized by the members which would be inconsistent with the bylaws then in effect, but is taken or is authorized by affirmative vote of not less than the number of members required to amend the bylaws so that the bylaws would be 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. 

Adopted at the triennial meeting of the Association membership held on June 9, 2012 by an affirmative vote of not less this an two-thirds of the quorum of all members entitled to vote at the membership meeting, which is sufficient for adoption under Article IX, Section 1 of the Bylaws.