Cooksville Community Center Bylaws - Proposed Changes

The Annual Meeting of the Cooksville Community Center membership will be help Monday, September 17, 2018 at 7:00 at the Center, preceded by an Ice Cream Social at 6:30.  We will be voting on new moard members as well as proposed changes to the by-laws which haven't been amended in 20 years.  All members are welcome.

Proposed changes to Cooksville Community Center By-Laws

September 17, 2018

 

The following changes are proposed to the By-Laws of the Cooksville Community Center. The By-Laws have not been updated since 1998 and are overdue for review and amendment to better reflect the organization and operation of the Community Center twenty years later.

The By-Laws were only available as a photocopied type-written document, and as such have been carefully hand keyed without revision as they were found by Emily Beebe, the current President of the Community Center. The document was reviewed by the rest of the CCC Board and are available to all Members of the Community Center for inspection and review. All are encouraged to read the original By-Laws as well as the red-lined copy with the proposed amendments before voting. Discussion and deliberation on these updates is encouraged.

Amendments:

1.  Page 2, Article IV, Section 1.Annual Meeting: An amendment was proposed at the 1998 annual meeting to change this to the second Monday of September. For the last three years at least, the Annual meeting was held on the third Monday (with a quarterly Board meeting held on the second Monday for the last two years). We propose revising this section to read “third Monday in the month of September in each year at 7:00 PM,…”

2. Article VII, Section 4. President, and Section 5, Vice President. All instances of the pronoun ‘he’ or ‘him’ will be changed to ‘he/she’ or ‘him/her’ to better represent all genders.

6. Article VII, Section 6. Secretary. Reference to the seal of the corporation is eliminated, as a seal is no longer used.

7. Article X. Seal. This section is removed as there is no seal of the corporation in use. Subsequent articles will be renumbered to reflect this deletion.

8. All prior-year amendments and comments, remaining in the body of the By-Law document, have been moved to a revision table at the end of the document with the date of the revision. The current proposed revisions are added to this list.

BY-LAWS OF COOKSVILLE COMMUNITY CENTER, INC.

Last revision 1993

Reprinted 28-Dec-2017

ARTICLE I

Offices

The principal office of the corporation in the State of Wisconsin shall be located in the Village of Waucoma (Cooksville), County of Rock. The corporation may have such other offices as the Board of Directors may designate.

The registered office of the corporation required by Wisconsin Statutes may be, but need not be identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Voting Members

A voting membership shall be issued to each person that has purchased the same for the sum of twenty-five Dollars ($25.00) or more, made in a single payment.

ARTICLE III

Section 1. Voting

Each voting member shall have one vote and shall be entitled to vote, directly or indirectly, at any meeting of the members.

Section 2. Proxies

At all meetings of members, a member entitled to vote may vote by proxy appointed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or after the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section 3. Loss of Voting Rights (amendment, added 9-28-81)

A voting member who has failed to be present in person at any of three consecutive Annual Meetings or any intervening Special Meetings will lose voting rights and will automatically be transferred to non-voting membership. The 1982 Annual Meeting will be the first Annual Meeting for which absence will be counted toward loss of voting membership.

Section 4. Restoration of Voting Membership (amendment, added 9-28-81)

A non-voting member who attends an Annual or Special Meeting will automatically be transferred to voting membership at the close of the meeting. By two-thirds of those present and eligible to vote the non-voting member may be transferred to voting status immediately without waiting until the close of the meeting.

ARTICLE IV

Section 1. Annual Meeting

The annual meeting of the membership shall be held on the fourth Monday in the month of September in each year beginning with the year 1962, at the hour of 8:00 o’clock PM, for the purposes of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for the annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Section 2. Special Meetings

Special meetings of the members, for any purpose or purposes, may be called by the President or the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth (1/10) of all of the outstanding memberships of the corporation entitled to vote at the meeting.

Section 3. Place of Meeting

The Board of Directors may designate any place, within the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Wisconsin, that any meeting may be adjourned to reconvene at any place designated by the vote of the majority of the members represented thereat.

Section 4. Notice of Meeting

Written notice stating the place, day, and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such (a) meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the record books of the corporation, with postage thereon prepaid.

(cut?) Section 5. Membership Books or Fixing of Record Date.

For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or members entitled to receive payment of any distribution of assets of the corporation, or in order to make a determination of members for any other proper purpose, the Board of Directors of the corporation may provide that the books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the books, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than fifty (50) days and, in case of a meeting of members not less than ten (10) days prior to the date on which the particular action requiring such determination of members, is to be taken.

(substitute?) Section 5. Record of Absences (passed 9-28-81)

The officer having charge of the books of the corporation shall keep a record of voting members not present in person at Annual or Special Meetings. Such record may be conclusive as to the basis for transfers to non-voting membership. The record shall be made available to members at meetings and at reasonable request.

Section 6. Voting and Membership Lists

The officer having charge of the books of the Corporation shall make, at least ten (10) days before each meeting of the members, a complete list of the members in alphabetical order, with the address of such member, which list, shall be subject to inspection by any member at any time for a period of ten (10) days prior to such meeting. Such lists shall also be produced and kept open at the time and place of the meeting. The original membership books shall be prima facie evidence as to who are the members entitled to vote at any meeting of the members. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 7. Quorum

A majority of the members of the corporation entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of the members. Though less than a quorum of the members is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

(substitute?) (amended 9-30-67): Business at hand may be settled whether a quorum is present or not as long as everyone is notified of the meeting and they can vote by proxy if unable to attend.

ARTICLE V

Dissolution Clause

Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions of the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manners, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under sections 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of the Common Pleas of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VI

Board of Directors

Section 1. General Powers

The business and the affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure, and Qualifications (amended 12-13-93)

The number of directors of the Corporation shall not be less than five (5). The term of office shall be for three (3) years. The directors shall be elected at the Annual Meeting and shall be members of the Corporation.

Section 3. Regular Meetings

A regular meeting of the Board of Directors shall be held without notice other than this by-law immediately after, and at the same place as, the annual meeting of the members, and each adjourned session thereof. The Board of Directors may, by resolution, provide for the holding of additional meetings with, or without notice, than such resolution.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President, Secretary, or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice

Notice of any special meeting shall be given at least forty-eight (48) hours previously thereto by written notice delivered personally or mailed to each director at his address.

Section 6. Quorum

A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Removal

Any director may be removed from office by the affirmative vote of a majority of the members entitled to vote for the election of such director taken at a special meeting of members called for that purpose.

Section 8. Vacancies

The Board of Directors may fill any vacancy in their board happening after any regular annual election or any vacancy created by an increase in the authorized number of directors until the next succeeding election, by the affirmative vote of a majority of the directors, then in office, although less than a quorum.

ARTICLE VII

Officers

Section 1. Number

The principal officers of the corporation shall be a President, Vice President, Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary and the office of President and Vice President.

Section 2. Election and Term of Office

The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members.

Section 3. Removal

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

Section 4. President

The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all affairs of the corporation. He shall, when present, preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, membership certificates, of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer of the corporation, or shall be required by law to be otherwise signed or executed; in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5. Vice President

In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary, certificates of membership; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 6. Secretary

The Secretary shall keep the minutes of the membership and of the Board of Directors meetings and one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; e custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution authorized; keep a register of the post office address of each member and the amount of payment each member has made into the corporation or which is credited to his account; sign with the President, or Vice President, certificates of membership, deeds, mortgages, contracts, or other documents which shall have been authorized by resolution of the Board of Directors; in general perform all duties incident to the office of Secretary and such other duties a from time to time ay be assigned to him by the President or by the Board of Directors.

Section 7. Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, or other depositories as shall be selected in accordance with the by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE VIII

Contracts, Loans, Checks, AND Deposits

Section 1. Contracts

The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.

Section 2. Loans

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under authority of resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, of the corporation and in such manner as hall from time to time be determined by or under authority of resolution of the Board of Directors.

Section 4. Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such bank, or other depositories as may be selected by or under authority of the Board of Directors.

ARTICLE IX

Certificates of Membership (amended 12-13-93)

Section 1. Certificates representing membership in the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vic-President and by the Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the certificates represented thereby are issued shall be entered on the membership books of the corporation. Membership shall be non-transferable and non-refundable.

Section 2. deleted (12-13-93)

ARTICLE X

Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Wisconsin.”

ARTICLE XI

Amendments

Section 1. Board of Directors

The Board of Directors may from time to time, by vote of a majority of its members, adopt, amend, or repeal any and all of the By-Laws of this corporation except such By-Laws as may have been, or hereinafter, adopted by members of this corporation.

Section 2. Members

The members may from time to time, by vote of a majority, adopt, amend, or repeal any and all of the By-Laws of this corporation.

ARTICLE XII

Option to Purchase Membership Prior to Transfer (Deleted 12-13-93)