BYLAWS FOR THE
ASSOCIATED RECYCLERS OF WISCONSIN, INC.
The name of the association shall be Associated Recyclers of Wisconsin (AROW), Incorporated.
ARTICLE II: MISSION AND PURPOSE
Section 1. Mission of AROW is to provide statewide proactive leadership on waste reduction and recycling through education, advocacy, collaboration, programs and services.
Section 2. The purposes of AROW are:
ARTICLE III: BOARD OF DIRECTORS
Section 1: ROLE AND COMPENSATION. The board is responsible for overall policies and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board receives no compensation other than reasonable expenses.
Section 2. NUMBER, SELECTION, AND TERM OF OFFICE. The Board of Directors shall consist of nine (9) Directors only; New Directors shall be elected to that Board by a majority of the association’s Members in good standing present and voting at the Annual Meeting or via completed mail-in ballot prior to the Annual Meeting. Student and Associate Members are not authorized to vote or serve on the Board of Directors. Members in good standing are defined as Members who have paid their annual membership fees in full.
The President shall annually appoint a Nominating Committee, comprised of (3) board members whose terms are not up for renewal, which will develop a slate of candidates for Board review and approval. The goal of the Board shall be to have no more than (6) representatives from the public sector and no more than (5) representatives from the private or non-profit sectors. The term of office for Directors shall be three (3) years. The terms of Directors shall be staggered so as the terms of three (3) Directors expire each year. The new Directors shall take office on the first day of the month immediately following the Annual Meeting.
Section 3. VACANCIES. Any vacancy occurring in the Board of Directors, except in the position of President, shall be filled for the remainder of that term by a majority vote of the remaining Board Members. In the event of a vacancy in the position of President, the Vice- President shall automatically fill the President position and the Board of Directors shall select a replacement for the rest of the Vice-President’s term by majority vote.
Section 4. MEETINGS. The Board of Directors shall meet at least four (4) times annually, or more as called by at least three (3) members of the Board of Directors.
Section 5. QUORUM. A majority of the members of the Board of Directors shall constitute a quorum.
Section 6. VOTING. For the purposes of conducting business and adopting policy, when a vote is taken, the affirmative vote of a majority of directors present, at a legally posted meeting, will be deemed the action to be taken by the board.
Section 7. VOTING- ACTION WITHOUT MEETING. An action required or permitted to be taken at a board meeting may be taken without a meeting if said action is approved by unanimous consent, in writing. Written unanimous consent includes a communication that is transmitted or received by electronic means and may include an electronic signature.
Section 8. QUALIFICATIONS. All elected members of the Board of Directors shall be Members of AROW in good standing and to the extent possible represent the groups listed in Article III.2.
ARTICLE IV : OFFICERS
Section 1. ELECTION OF OFFICERS. The election of the Board Officers shall be determined by a majority vote of the Board of Directors at their first meeting following the Annual Meeting. The intent shall be to have at least one officer representing each of the public and private/non-profit sectors.
Section 2. PRESIDENT. The President shall act as Chair of the Board of Directors, preside at the quarterly meetings and full membership meetings, and shall be responsible for agendas of said meetings; shall be empowered to sign legal documents, contracts, checks, and other needed documents as directed by the Board of the Directors; shall appoint other Directors and Members to serve as chairs of committees and/or work groups, as researchers, and as Board Liaisons to any active committees and/or work groups. The office of President shall be elected from the membership of the sitting Board of Directors. The term of President shall be for one year.
Section 3. VICE-PRESIDENT. The Vice-President shall, in the absence, disability, death, resignation, or removal of the President; possess all the duties and responsibilities of the office until such a time that the President is able to resume those duties as determined by the Board or until the President’s term of office expires. The Vice-President shall plan and organize the Annual Meeting. The office of Vice-President shall be elected from the membership of the sitting Board of Directors. The term of Vice-President shall be for one year.
Section 4. SECRETARY. The Secretary shall keep minutes of all meetings of the Board of Directors and of the full membership; keep a file of those minutes and other documents as deemed necessary by the Board of Directors; and perform other duties that are incident to that office as directed by the Board of Directors. The Secretary shall be elected from the membership of the sitting Board of Directors. The duties of the Secretary shall be performed by the Executive Director, at the direction of the board. The term of Secretary shall be for one year.
Section 5. TREASURER. The Treasurer shall keep full and accurate records of all financial transactions made by the Board of Directors in the interest of AROW; promptly deposit all dues, donations, grants, and other moneys directed to AROW in a conventional financial institution; provide the Board of Directors with a Statement of Financial Position at the quarterly AROW meetings and year to date financial position at the Annual Meeting. The Treasurer shall be elected from the membership of the sitting Board of Directors. The duties of the Treasurer may be performed by the Executive Director at the direction of the board. The term of Treasurer shall be for one year.
Section 6. REMOVAL AND RESIGNATIONS. Any member of the Board of Directors may be removed, with cause, by a vote to remove by six (6) Board Members at a Board of Directors Meeting or by a majority vote of the membership at the Annual Meeting or a Special Meeting. The President may choose to consider a resignation effective immediately upon notification from the resigning member of the board.
Section 7. DELEGATIONS AND CHANGE OF DUTIES. In the event of the absence or disability, with the exception of the position of President, of any officer, the Board of Directors, during such absence or disability, may delegate the duties and responsibilities of such officer to any other officer or Director by a majority vote of the remaining Board Members.
ARTICLE V: COMMITTEES
Section 1. ADVISORY COMMITTEES. The Board may create and/or dissolve committees as needed and the Committees shall be advisory to the AROW Board of Directors. Committee members shall be limited to AROW Members in good standing and shall have a minimum of 3 members, but not more than 7 members. The Board President shall appoint the committee chairperson, vice-chairperson and secretary. Each Committee shall have a Board liaison member. Voting shall be via a quorum of the committee members.
Advisory committees shall provide professional development opportunities and develop proposals related to general policies, advocacy and programming that will benefit AROW members. Said proposals, once approved by the committee, shall be forwarded to the Board of Directors for consideration and any potential action by AROW as an organization.
Advisory Committees shall follow the Advisory Committee Policies and Procedures
Section 2. EXECUTIVE COMMITTEE. The four Officer positions plus the executive director shall constitute the Executive Committee. The executive director shall be a non-voting member. Except for the power to amend these Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
ARTICLE VI: STAFF
Section 1. EXECUTIVE DIRECTOR. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings and Executive committee meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description or contract agreement. The board can designate other duties as necessary.
Section 2. PROGRAM & ADMINISTRATIVE STAFF. Program and/or administrative staff may be either hired or contracted by the board. The duties shall be described in (a) job description(s) or contract agreement.
ARTICLE VII: MEMBERSHIP
Section 1. MEMBERS. A Member shall be an individual, or a representative of an organization or business, who contribute dues in full on an annual basis at the appropriate level adopted by the Board of Directors. Members paid in full shall be considered ‘in good standing’ and shall have voting rights and be eligible to hold office. Due to discounted membership dues, Student and Associate level Members are not eligible to vote or to hold office.
Section 2. RECIPROCAL MEMBERSHIPS. The Board of Directors may approve a reciprocal annual membership between AROW and other organizations for the purposes of improved communications and/or potential discounted membership benefits. Each organization has the authority to designate their individual membership contact.
Section 3. VOTING. All voting by the Members shall be conducted by written, roll call, or other designated vote in order to ensure that only members vote.
Section 4. PECUNIARY GAIN. The AROW corporation shall not afford pecuniary gain of profit, incidentally or otherwise, to its members.
ARTICLE VIII: AFFILIATIONS AND PARTNERSHIPS
Section 1. AFFILIATIONS. The Board of Directors may approve formal affiliation agreements with other state, national and/or international organizations for the purposes of membership benefits and/or AROW programming.
Section 2. PARTNERSHIPS. The Board of Directors may form formal or informal partnerships with other state, national and/or international organizations or agencies for the purposes of advocacy, programming or operational efficiencies related to AROW’s mission.
ARTICLE IX: BUSINESS ADMINISTRATION
Section 1. FISCAL YEAR. The fiscal year of AROW shall coincide with the calendar year, running January 1 to December 31.
Section 2. BUDGET. A budget for the ensuing year shall be approved by the Board of Directors in the prior year, and presented to the general membership at the Annual Meeting.
Section 3. DUES. A dues scale shall be established by the Board of Directors by a 2/3 majority vote of the Board members present. Dues shall be refundable ONLY in the event of removal of a Board Member. In that case, the removed Board Member may ask for a refund of his or her dues, on a pro-rated basis.
Section 4. INSPECTION AND AUDIT. The books, records, and papers of AROW shall at all times during reasonable business hours, be subject to inspection by any voting member or officer of AROW at the location in which said documents are kept. An audit by a Certified Public Accountant shall be performed as deemed necessary by the Board of Directors. An internal financial review shall be performed, by the Treasurer, prior to the Annual Meeting in which the budget is presented.
Section 5. ANNUAL MEETING. An Annual Meeting shall be held once during the first four months of each calendar year the specific date, time and location of which will be designated by the president. At the annual meeting the members shall elect directors, receive reports on the budget and activities of the association, and provide input on the direction of the association for the coming year. Membership shall be notified at least 30 days in advance.
ARTICLE X: AMENDMENTS
Section 1. AMENDMENTS. The power to amend or repeal the bylaws is vested in the Board of Directors, provided that a majority of the Directors are present and majority of these concur.
Section 2. PROCEDURE. Procedural questions will be dealt with according to Robert’s Rules of Order at all Board of Directors Meetings.
Section3. DISSOLUTION. If this association is dissolved, any remaining funds shall be distributed to one or more recycling organizations as designated by the Board. In the event of liquidation and dissolution of the corporation, all of its then remaining assets shall be distributed to organization(s) that then qualify for tax exemption under Section 501(c)(3) of the Internal Revenue Code of successor provisions.