WWOA Board of Directors proposing changes to the Articles of Incorporation and the ByLawsBack to News
June 19, 2020
Any time the Board proposes changes to these legal documents, some members get very concerned. We assure you that the changes being proposed for the annual meeting in October are expected to be non-controversial and make sense logically. The ByLaws Committee reviewed these documents back in January and determined that not only are they not written in accordance with current state protocol, but they conflict with some things. Therefore, changes are necessary.
At its April 2020 meeting, the Board voted to perform a two-phased approach to revising these documents, with Phase I focusing on the most critical changes needed at this time, and will be placed before the membership for approval at the October 2020 meeting. Phase II will be a more comprehensive overhaul of both governing documents undertaken by the committee appointed to the 2020-2021 term of service. Phase II should be considered as more of a formatting process, ensuring that the Articles of Incorporation (“the Articles”), the ByLaws, and WWOA Policy are used appropriately. Currently there are items contained in the Articles that are more appropriate to be included in the ByLaws, and there are items in both the Articles and the ByLaws that belong in Board policy.
What belongs in the Articles of Incorporation?
o Name of the Corporation
o Ch. 181 of the Wisconsin Statutes
o Registered Agent
o Registered Office
o Principal Office
o Other Provisions (Optional)
What belongs in ByLaws?
ByLaws define the governing and operational rules of the corporation under which the Board of Directors and management must operate on behalf of the membership. They specify when the Board meets, when the shareholder meeting takes place annually, the term of office for Board members, and other governance matters. ByLaws are high-level and take precedent over policies. Using membership dues as an example, the ByLaws should state how dues are changed (i.e., how the membership is informed of any proposed change, when and how a vote is taken, and what level of consensus is required for a vote to pass).
o Key organizational structures (membership structure, levels, and roles)
o Details of your board structure (# of Board members, eligibility, selection process, term limits, removal and replacement procedures, officer duties and tenure, and the process for election to these offices
o Board committee structure (roles and size of each committee)
o A plan for managing internal crises
o Rules for amending your bylaws
o The conditions and rules for dissolving the corporation
o (Optional) Conflict of interest policies
What belongs in Policy?
Policies pertain to the detail of how the organization complies with the ByLaws and must not conflict with the ByLaws. Using the dues change example, Board policy should define, in detail, what the dues are and how they are determined. Once approved by the membership, the policy should be revised to reflect the change(s) made. Meeting minutes and other documents are kept on file to capture meeting outcomes.
Function of ByLaws
ByLaws essentially constitute a contract between the members of the Association, defining within State nonprofit statutes their rights, duties and mutual obligations.
Function of Policies
Policies are set by the Board and management to define the operations of the company, such as hiring and firing of employees, sales procedures, customer relations, product return policies, charitable giving policies, employee conduct and other operational matters. They are essentially a framework for the provision of services and standards for professional conduct.
In addition to publishing final changes in the September edition of the Clarifier, changes will be provided on the website at www.wwoa.org in redline-strikeout format for your review prior to the conference.
· Update Article 4. Registered Agent – to change from the former Executive Secretary to Caley Mutrie. Also being changed is the location of WWOA’s principal office from Baraboo to the AEG (Association Executives Group) offices in Oak Creek.
· Update Article 11. In the event that WWOA is dissolved, this article specifies that all organization funds will go to the Department of Natural Resources (DNR). While we have no determined final language, the Board is proposing something akin to, “ Upon dissolution of the Association, the assets of the Association remaining after payment of, or provision for, all liabilities or obligations of the Association shall be distributed to such organizations having purposes or objectives similar to those of the Association as the Board of Directors may designate for scientific and educational purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (or the corresponding provisions of any successor law)”.
· The inclusion of each version of actual amendments in the Articles is both confusing and redundant. The Board proposes removing this information from the Articles and place it in a separate historical record document. These amendments are already contained in official Annual Business Meeting minutes which are formally approved by the WWOA membership each year. They do not belong in the Articles.
o Create a broader scope definition of "Executive Secretary" such that an arrangement like what we have with AEG works. Reference to and addition of language specifying “association management company”.
o Make several typographical changes (e.g., “faction”, which has been correctly replaced with “fraction”)
· Article 2.03: Allow flexibility in term limit of Executive Secretary to allow for a longer contracted term. AEG’s standard contract term is 3 years; they made a concession to a 2-yr contract initially due to our urgent needs and to comply with out ByLaws. The 2-yr term limit was really designed for when the Board hired an individual. The contract would still allow us to make changes, including cancellation, should the management firm not meet contractual obligations.
· Article 3.01: Increase dues from $50 to $55 per 2 years. Last time dues were changed was 6 years ago. This amounts to about a 1.5% increase in costs per year. The dues for similar organizations are substantially more than that. The costs for our conference have increased significantly, and this burden has not been put back on the membership on an ongoing basis.
· Articles 4.08 and 4.09: This Article currently states that individuals must apply for (and pay dues) not just WWOA membership, but also Regional Association membership, which simply is not and has not been the case. The Board proposes eliminating 4.09 and updating 4.08 (Eligibility) to have an item (a) which replaces “be limited to” with “shall include but will not necessarily be limited to” and add an item (b) to read “Any WWOA member will automatically have a specific regional affiliation based upon their county of residence and/or their place of employment dependent upon which address is reported as their primary address to the WWOA database.”
· Article 5.01: Amendments: Maintain the first sentence, but pull out the individual amendments made over the years and place these in a separate historical record document. These amendments are already contained in official Annual Business Meeting minutes which are formally approved by the WWOA membership each year. They do not belong in the Bylaws.
The Board of Directors encourages you to call or email them with any concerns that you may have regarding these proposed changes. Our intent is to accomplish this task with complete transparency.