BELLEVILLE AREA CULTURAL FOUNDATION, INC.
BYLAWS
ARTICLE I
NAME AND OFFICE
Section 1. Name. The name of this Corporation shall be the Belleville Area Cultural Foundation, Inc.
Section 2. Office. The Corporation shall have such office within the Village of Belleville, Wisconsin as may be determined by the Board of Directors.
ARTICLE II
PURPOSES
The purposes of this Corporation shall be as set forth in the Articles of Incorporation.
ARTICLE III
MEMBERSHIP
Section 1. Eligibility for Membership. The Corporation shall have three (3) classes of membership:
(a) Member. Any person or business which subscribes to the goals and objectives of the Corporation and pays membership fees shall be a member of the Corporation.
(b) Founding Member. All “founding members” are voting members of the Corporation that qualify by having paid their membership fees in full by February 1994.
(c) Honorary Member. All honorary members are non-voting participants in the Corporation and may be conferred on individuals by recommendation from the Membership Committee followed by action of the Board of Directors.
Section 2. Transferability of Membership. A member may not transfer his/her membership rights hereunder except as follows:
(a) Each member may, by written assignment filed with the Secretary of the Corporation, transfer his/her membership interest to his/her spouse or, in the case of a divorced member, to his/her former spouse.
(b) The membership interest of a deceased member may be transferred to the surviving spouse of the deceased member, provided such surviving spouse files a written request for transfer of such interest with the Secretary of the Corporation within 12 months following the death of the deceased member.
(c) The membership interest of a partnership, corporation or limited liability company which merges with another business entity, or changes its business form (e.g., from partnership to corporation or limited liability company), or sells substantially all of its business assets of another person or entity, shall automatically pass to the successor business entity upon written application by the successor business entity filed with the Secretary of the Corporation.
Section 3. Membership Fees. Membership fees shall be set in such amount as the Board of Directors shall from time to time determine. The Board of Directors shall determine the manner in which membership fees are to be paid.
Section 4. Disqualification of Members. Any member who may fail to pay any membership fee within three months of the date that such payment shall become due shall forfeit all rights as a member.
Section 5. Powers of the Membership. The membership shall have the power to elect the Board of Directors of the Corporation, and to amend these by-laws. Members shall have such additional and further powers as shall exist under state law.
Section 6. Meetings of Members.
(a) Annual Meeting. The annual meeting of the members shall occur on the last Monday of February annually, or at such alternate date as may be established by the Board of Directors.
(b) Special Meetings. Special meetings of the members shall be held upon the call of such meeting by the Board of Directors, or by members holding one-twentieth of the votes to be cast at such meeting.
(c) Notice of Meeting. Written notice stating the place, day and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears in the records of the corporation, with postage thereon paid.
(d) Voting. Each member shall be entitled to one vote on each matter submitted to a vote of members. A member may vote in person or by proxy executed in writing by a member or by his/her duly authorized attorney-in-fact. A corporate member’s vote may be cast by the president of the member corporation, or by any other officer or proxy appointed by the president of such corporation.
(e) Quorum. Members holding one-tenth of the votes entitled to be cast, present in person or represented by proxy, shall constitute a quorum at the meeting of members. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.
(f) Action by Written Ballot. In lieu of a meeting, any action required or permitted to be approved by the members may be approved without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. The written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot under this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present by a meeting authorized in the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers of the Board of Directors. The affairs of the Corporation shall be managed by the Board of Directors. The Board shall have supervision, control and direction of the affairs of the Corporation, shall determine its policies or changes therein within the limits of these by-laws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Number and Election of Directors. The number of Directors of the Corporation shall be nine. Directors shall be elected at the annual meeting of members and shall serve a term of three years (*) and until a successor shall have been elected or appointed and qualified. Any vacancy occurring in the Board of Directors may be filled until the next succeeding annual election by the affirmative vote of a majority of the Directors then in office.
The Board of Directors may, by majority vote, elect any person who has retired from the Board of Directors to serve in the position of Emeritus Director. An Emeritus Director shall have the right to attend and participate in all meetings of the Board of Directors, and shall receive notices and minutes of all such meetings, provided the Emeritus Director shall have no voting right or voting power at any meeting of the Board of Directors. An Emeritus Director shall serve for such term as shall be established by the Board of Directors.
(*) The Board of Directors shall determine by lot the length of term for each director following the Annual Meeting of 1992. Three shall serve a one-year term, three will serve a two-year term, and three shall serve a three-year term. The directors will be organized into three classes; three directors will be elected each year beginning at the Annual Meeting of 1993.
Section 3. Removal of Directors. A Director may be removed from office with or without cause at any time upon vote of the membership. The membership may select a successor to any Director who has been removed from office. Such successor shall serve until the next annual meeting of Directors.
Section 4. Qualifications. The Board of Directors shall consist of persons who are members of the Corporation or who are representatives of any partnership, corporation or limited liability company which is a member of the Corporation.
Section 5. Meetings of Directors.
(a) Annual Meeting. The annual meeting of the Directors shall occur immediately after the annual meeting of electors, for the purpose of electing officers, approving the annual budget and such other business as may be brought before it.
(b) Special Meetings. Special meetings of the Directors shall be held upon the call of the President, or shall be called upon written request submitted to the secretary by not less than two Directors.
(c) Notice of Meeting. Notice of any special or adjourned meeting of the Board of Directors shall be given at least 5 days but not more than 50 days, previous thereto by written notice delivered personally or sent by mail to each Director at the Director's last known address as shown on the Corporation's records.
(d) Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of affairs of the Corporation. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6. Compensation. Directors as such shall not receive any stated compensation for their service as Directors but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the Corporation.
ARTICLE V
OFFICERS
Section 1. Elective Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be members of the Board of Directors at the time of election. The Board of Directors may elect or appoint such other officers as it shall deem desirable, and such officers shall have the authority to perform the duties prescribed from time to time by the Board of Directors. These officers shall be elected annually by the Board of Directors at its annual meeting. Each elective officer shall take office upon election and shall serve for a term of one year and until a successor is duly elected and qualified.
Section 2. President. The President shall be the principal elected officer of the Corporation and shall, in general, perform all duties incident to the office of President and have such other powers and shall perform such other duties as the Board of Directors may from time to time assign.
Section 3. Vice-President. At the request of the President or in the event of the President's absence or inability to act, the Vice-President shall perform the duties of the President. In addition, the Vice-President shall have such other powers and shall perform such other duties as the Board of Directors may from time to time assign.
Section 4. Treasurer. The Treasurer shall keep an account of all moneys received and expended; make disbursements authorized by the Board of Directors; keep such other books and records as may be necessary; and perform such other duties as the Board of Directors shall from time to time assign.
Section 5. Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors, and shall preserve in the books of the Corporation true minutes of the proceedings of all meetings. He or she shall give all notices required by statute or by-law and shall perform such other duties as the Board of Directors shall from time to time assign.
Section 6. Vacancies. Vacancies in any office may be filled for the balance of the term thereof by the Board of Directors.
ARTICLE VI
COMMITTEES
Section 1. Appointment. The President, subject to the approval of the Board of Directors, shall review the need for, name and appoint such standing, special or subcommittees as may be required by the by-laws or as the President may find necessary.
Section 2. Rules and Regulations. The Board of Directors shall establish such rules and regulations as may be necessary for such committees.
ARTICLE VII
SPECIAL NOTICE AND VOTING PROVISIONS
Section 1. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these by-laws, a waiver thereof in writing signed at any time by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice. Such waiver by a member, in respect to any matter of which notice is required under the provisions of these bylaws, shall contain the same information as would have been required to have been included in such notice under any applicable provision of these bylaws, except the time and place of meeting need not be stated.
Section 2. Informal Action. Any action required by these by-laws to be taken at a meeting or any action which may be taken at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members or Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.
ARTICLE VIII
MISCELLANEOUS
Section 1. Seal. The Corporation shall not have a corporate seal.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.
Section 3. Use of Funds and Dissolution. The Corporation shall use its funds only to accomplish the objectives and purposes specified in these by-laws. On dissolution of the Corporation, any funds remaining shall be distributed in accordance with the Articles of Incorporation.
ARTICLE IX
AMENDMENTS
These bylaws may be amended or repealed, in whole or in part, by vote of a majority of the directors at any duly organized meeting of the Board of Directors or by a majority vote of the members at a duly called and conducted meeting thereof. Any particular bylaw amended, repealed or adopted by the members may not be amended, repealed or re-adopted by the Board of Directors if the members, in adopting, amending or repealing such bylaw, provide within the bylaw that the Board may not amend, repeal or re-adopt that bylaw. Any bylaw adopted by the Board of Directors shall be subject to amendment or repeal by the members as well as by the Directors.
Adopted: March 6, 1989
Amended: April 9, 1990
May 14, 1990
February 24, 1992
February 24, 2003 (Article III, Section 2 and Section 5(a), (e) and (f)
February 26, 2007 (Article IV, Section 3 and Article IX)
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