BYLAWS
of the
Wisconsin State Attorneys Association, Inc.
Amended through October 28, 1993
Article I - Name
SECTION 1. The name of the Association shall be the Wisconsin State Attorneys Association, Inc.
SECTION 2. The headquarters of this Wisconsin State Attorneys Association, Inc., shall be at the residence of the president during his/her term in office, or as otherwise designated by the Board of Directors.
Article II - Objectives The objectives of this Association shall be:
A. To advance and protect the integrity of efficient, honest government in Wisconsin.
B. To promote the welfare of the membership and to provide a voice in the determination of the terms and conditions of employment of the membership.
C. To encourage the concept of ability in recruitment and promotion of attorneys in the service of the state of Wisconsin.
D. To pursue the preceding objectives by all lawful means including collective bargaining, cooperation with all elected state officials, supporting legislation, affiliation with other attorney or employee organizations, litigation, and promulgation of information about the membership of this Association.
Article III - Membership
SECTION 1. Any attorney who is employed in classified service as an attorney for the State of Wisconsin, and who is eligible pursuant to Section 111.81(7) (a) of the Wisconsin Statutes, may join and become a member.
SECTION 2. Applications for membership shall be made on prescribed application form adopted by the directors and may be filed with the Treasurer at any time, including at any convention.
SECTION 3. Any person eligible to be a member and whose application form is on file with the Treasurer is a member in good standing.
SECTION 4. Any person who has filed a membership application and wishes to withdraw from membership in the Association may do so by filing written notification of intent to withdraw with the Treasurer.
Article IV - Convention
SECTION 1. The Board of Directors shall call at least two conventions of the members each year. A convention shall be held in Dane County, Wisconsin, no later than June 30 of each year for the purpose of electing directors and conducting other business. The Board of Directors may call an additional convention at any time. Except as provided in Section 2, the Board of Directors shall provide notice of the agenda and of the time and place of the convention by first class mail, interdepartmental mail, or personal service to each member at least 14 days before the convention.
SECTION 2. The Board of Directors, by a majority vote, may call an extraordinary convention of the members for a specified purpose if it determines that action by the members is necessary prior to the time a convention could be held under Section 1. The Board of Directors shall make a good faith effort to notify as many members as possible in person or by telephone, at least four hours before the extraordinary
convention, of the time when and the place where it will be held and of the purpose for which it is called. No business unrelated to the specified purpose may be transacted at an extraordinary convention.
SECTION 3. Any 20 or more members may petition the Board of Directors in writing to call a convention for the purposes specified in the petition. Upon receipt of a petition, the Board of Directors shall call a convention, giving notice as required under Section 1. If the Board of Directors does not call a convention within ten working days after receiving a petition, the petitioners may call a convention, giving notice as required by Section 1.
SECTION 4. Any member in good standing may attend and has the right to be heard at any convention.
SECTION 5. The members present in person or by proxy at a convention may act for the Association in any matter, except as otherwise provided by law or by these bylaws.
Article V - Directors
SECTION 1. The Board of Directors of the Association shall consist of seven members of the Association. Two Directors shall be elected by all of the members voting in person or by proxy who are attorneys employed with the Wisconsin Department of justice. Three Directors shall be elected by the remainder of the members voting in person or by proxy. Two Directors shall be elected by all of the members voting in person or by proxy. The principle that the Board of Directors shall be composed of two Directors selected by members of the justice Department, three Directors selected by the remaining members, and two Directors selected by all members shall be adhered to in conducting all elections to the Board of Directors.
SECTION 2. At least 15 days before sending the 30 day notice of a convention at which there will be an election of members of the Board of Directors required in this section, the Board of Directors shall appoint a committee to nominate at least one member for each position on the Board of Directors to be elected at a convention. At least 30 days before any convention at which there will be an election of members of the Board of Directors, the Board of Directors shall provide notice of the positions on the Board of Directors for which there will be an election; the name of the director presently holding that position; and the name of the chair of the nomination committee to whom names of potential nominees shall be provided. Such notice shall be by first class mail, interdepartmental mail, or personal service to each member. The nominating committee shall nominate at least one member for each position on the Board to be elected at a convention, including any member who notifies the chair of the committee that the member wishes to be nominated to a specific position or positions. Nominations shall be closed ten (10) days following the notice specified above. The names of all members nominated by the committee for the Board and the position, or positions, on the Board for which the member is nominated shall be included in the notice of the convention provided under Article IV, Section 2. At the time for election of Directors, the officer presiding at the convention shall cause the members present to divide into two separate groups. One group shall be composed of members employed by the Department of justice. The other group shall be composed of the remaining members. The presiding officer shall appoint a chairperson from each group whose duty shall be to conduct an orderly election of the Directors to be selected by each group and to report the names of the Directors so selected to the presiding officer, who shall announce the names of those persons selected to the full membership present. Following the election of these Directors, the full membership shall elect two additional Directors. The Secretary shall record the names of those selected as Directors in the minutes of the convention.
SECTION 3. Nominations of members not nominated by the nominating committee and not included in the notice of convention provided under Article IV, Section l, may be initiated at the convention upon the consent of a majority of the members present, Directors shall be voted upon individually. Following the nomination procedure, nominees shall be afforded the opportunity to decline and the name of the person so declining shall be stricken. If there is more than one nominee for a directorship, there shall be an election by secret ballot. If no nominee receives a majority of the votes cast, the candidate receiving the lowest number of votes shall be dropped and a new vote taken, until a majority is obtained. Candidates may be elected by acclamation. Directors shall be elected for two-year terms. The terms of one Director elected by the members employed by the Department of justice, two Directors elected by all of the other members and one Director elected by the full membership shall expire on July I of the even-numbered year. The terms of all other Directors shall expire on July I of the odd-numbered years.
SECTION 4. No member shall be eligible to vote, or eligible for office unless he/she is a member in good standing of this Association.
SECTION 5. A vacancy in the office of Director shall be filled by the Board of Directors. A Director appointed to fill a vacancy shall serve until the next convention at which time, if any portion of the term remains, a special election shall be held to elect a Director for the remainder of the unexpired term.
SECTION 6. Except as provided in Article VI, Sections 1, 2, and 3, and in Article X, Sections 1 and 2, no Director shall be paid a salary. Directors shall be reimbursed for reasonable and necessary expenses incurred in performance of duties which have been approved by a majority of the Board of Directors. Directors may also receive a per diem not to exceed $30 in the performance of duties approved by a majority of the Board of Directors.
SECTION 7. The Directors shall elect, by majority vote from their number, for a term of one year, a President, Secretary, Treasurer, First Vice-, President and a Second Vice- President.
SECTION 8. Directors and officers shall remain in office until their successors have been duly elected.
Article VI - Duties of Officers and Directors
SECTION 1. The President of the Board of Directors shall preside at all meetings of the Board and at the convention. He/she is ex-officio member of all committees. The President is the chief executive officer of the association and as such shall conduct the affairs of the association in accordance with these bylaws and in accordance with policy decisions of the convention and in accordance with policy decisions of the Board of Directors. The President shall submit a report of activities of the association annually. The Board of Directors shall determine the compensation of the President.
SECTION 2. The Treasurer shall receive and disburse all funds and property of the Association, depositing funds in a bank determined by the Board of Directors, and shall keep accurate records. All disbursements shall be made by check. The Board of Directors shall determine the compensation of the Treasurer. The Board shall purchase a surety bond to be given at the expense of the Association in the amount determined by the Board of Directors. An annual audit shall be made by a certified public accountant appointed by the Board of Directors.
SECTION 3. The Secretary shall keep a record of the proceedings of the Board and the convention and perform such other duties as the Board directs. The Board of Directors shall determine the compensation of the Secretary.
SECTION 4. Either Vice-President, upon designation of a majority of a quorum of the
Board, shall perform all functions of the President, in the latter's absence, or inability to serve. Either Vice-President shall perform such duties as the Board directs.
SECTION 5. A quorum of the Board for the transaction of business is at least four directors.
SECTION 6. The Board of Directors is the governing body of the Association, when the convention is not in session. All matters affecting the policies, aims, and means of accomplishing the purposes and objectives of this association, not specifically provided by these bylaws or by action of the members at a convention shall be decided by the Board of Directors, which shall meet at the call of the President, or at such times as seem expedient to a majority of the Board of Directors.
SECTION 7. The Board of Directors shall have the authority to hire a staff, or retain those persons or organizations reasonably needed to administer and execute the business and objectives of this association.
Article VII - Revenue
The chief source of revenue of this association shall be the dues as provided in Article VIII. No increase in dues shall be levied except by a majority vote of the members in person or by proxy voting at the convention. The Board of Directors shall have the authority to temporarily decrease or suspend dues. Special assessments shall be levied only by a majority vote of the members in person or by proxy voting at the convention.
Article VIII - Dues
SECTION 1. Dues for members shall be levied at $16 biweekly to be obtained through payroll deductions or advance payment. Dues shall be deposited in bank accounts determined by the Board of Directors. Increases or decreases in dues shall be determined according to Article VII
SECTION 2. Rebates to "Fairshare members" of the bargaining unit shall follow the procedure required by law. The notice to all nonmember fairshare payers shall be updated annually by the Treasurer.
Article IX - Amendments
These bylaws may be amended by either of two following methods:
A. Any member proposing an amendment shall submit the proposal in writing to the Board of Directors at least 30 days prior to the convention at which a vote is to be taken. The proposed amendments and the recommendations of the Board of Directors shall be submitted to the members at the convention. Except as provided in Article VII, a two-thirds vote of the members voting in person or by proxy at the convention shall be necessary for adoption.
B. A proposed amendment which is not submitted to the Board of Directors at least 30 days prior to the convention may be initiated at the convention upon the consent of a majority of the members present. Except as provided in Article VII, a two-thirds vote of the members voting in person or by proxy at the convention shall be necessary for adoption.
Article X - Committees
SECTION 1. The Board of Directors shall appoint such committees as are necessary to conduct the business of the Association, including a bargaining committee and a grievance committee. The Board of Directors shall determine tie compensation of the chair and members of each committee.
SECTION 2. Compensation may be paid to persons assisting bargaining and shall be based on the difficulty of bargaining and the contribution of each person to bargaining as determined by the Board of Directors. Compensation may be paid to such persons whether or not they are members of the Board of Directors.
SECTION 3. The grievance committee shall not authorize the expenditure of association funds for specific grievances without the prior approval of the Board of Directors. Where funds are not approved, a member may proceed at his/her own expense and appeal to the membership for reimbursement at the next regular convention of the association.