Southern Wisconsin Canine Therapy Dog Association
Amended & Restated Bylaws
Adopted: April 12, 2025
Article I: General
Southern Wisconsin Canine Therapy Dog Association, Inc. (the “Corporation”) is incorporated as a nonstock nonprofit corporation under Chapter 181 of the Wisconsin Statutes (the “Statute”). These Bylaws contain provisions for regulating and managing the affairs of the Corporation.
Article II: Membership
Section 1. Membership Criteria
Membership in the Corporation shall be open to any individual that supports the mission and purpose of the Corporation and meets the criteria established by the Board of Directors.
Section 2. Membership Rights
Members shall have the right to vote on matters submitted to a vote of the membership, including the election of the Board of Directors, and any other rights as determined by the Board of Directors.
Article III: Board of Directors
Section 1. Powers of the Board
Subject to the limitations of the Articles of Incorporation of the Corporation, these Bylaws and the laws of the State of Wisconsin, all corporate powers shall be exercised by or under the authority of and the affairs of the Corporation managed under the direction of the Board of Directors.
Section 2. Qualification
A Director shall be an individual. Directors need not be residents of the State of Wisconsin. No other specific qualifications shall be required.
Section 3. Number
The Board of Directors shall consist of three (3) or more individuals, with the number of the Directors to be fixed by act of the Board of Directors from time to time.
Section 4. Election of Directors
The Board of Directors shall hold an Annual Membership Meeting fixed by the resolution of the Board of Directors for the purpose of electing the Board of Directors. Unless otherwise required by law, the election of Directors shall be by written ballot cast by the members present in person at the meeting and entitled to vote in the election. Directors will be elected by a plurality of the votes cast by the members present at the meeting and entitled to vote in the election.
The nomination and election procedures used for the election of Directors may be established by the Board, provided, however, that such procedures are consistent with these Bylaws.
Section 5. Term
For the purpose of staggering the directors' terms of office, the Board shall divide the directors serving at the time of the adoption of these by-laws, and any additional directors appointed at such time, into three classes as nearly equal in number as possible, and shall appoint each such class to a term of three (3) years or less as follows: One class shall be appointed for a term of one (1) year, one class shall be appointed for a term of two (2) years, and one class shall be appointed for a term of three (3) years. At the conclusion of these initial terms, all subsequent terms shall be for a period of three (3) years, thus accomplishing a succession of staggered three (3) year terms with one-third (1/3) of the Board eligible for reappointment or replacement each year. In the event of an increase or decrease in the number of directors, additional directors may be elected to terms of one (1), two (2), or three (3) years as may be necessary to maintain equality in numbers among the classes of directors. Directors may be elected for successive terms.
The term of a Director filling a vacancy in the office of a Director expires at the end of the unexpired term that the Director is filling. Despite the expiration of a Director's term, the Director shall continue to serve until the Director's successor is elected, or until there is a decrease in the number of Directors.
Section 6. Resignation
A Director may resign on any date by giving written notice to the Chair or presiding officer, President or Secretary of the Corporation, who shall advise the Board of Directors of such resignation. A resignation is effective when the notice is received unless the notice specifies a later effective date. If resignation is effective on a later date, the Board of Directors may fill the pending vacancy before the effective date of the resignation if the appointment provides that the successor may not take office until such effective date. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal
Upon the vote of a majority of the Directors then in office, the Board of Directors may remove any Director without cause. The Corporation must provide notice to each Director at least seven (7) days prior to the meeting, unless such notice is waived. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the removal of a Director.
Section 8. Vacancies
Any vacancy occurring on 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, although less than a quorum.
Section 9. Conflicts of Interest
The Board of Directors shall adopt a conflict-of-interest policy.
Section 10. Loans to Directors and Officers
The Corporation may not lend money to or guarantee the obligation of a Director or Officer of the Corporation unless the Board of Directors determines that the loan or guarantee benefits the Corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.
Section 11. No Compensation
No Director or member serving on a committee shall receive any salary or compensation for services rendered to the Corporation. However, Directors and members may be reimbursed for their documented out-of-pocket expenses incurred reasonably and necessarily in conducting the affairs of the Corporation.
Article IV. Meetings and Actions of the Board of Directors
Section 1. Meetings of the Board of Directors
The Board of Directors may hold regular or special meetings in or outside of Wisconsin. The Board of Directors may permit any or all Directors to participate in a regular or special meeting or in a committee meeting of the Board by, or to conduct the meeting through the use of any means of communication by which any of the following occurs: (i) all participating Directors may simultaneously hear or read each other's communications during the meeting, and (ii) all communication during the meeting is immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors. If a meeting will be conducted using any means other than an in-person meeting, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. A Director participating in a meeting by any means other than an in-person meeting shall be considered to be present in person at the meeting. If requested by a Director, minutes of the meeting shall be prepared and distributed to each Director.
Section 2. Action Without Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action is signed by all the Directors then in office. Such action by written consent shall have the same force and effect as the vote of the Board of Directors taken at a meeting. The written action shall be effective when signed by all the Directors then in office, unless a different effective date and time are specified in the written consent. A "written consent" includes a communication transmitted or received by electronic means reasonably indicating consent.
Section 3. Call and Notice of Meetings
Unless the time and place of a Board meeting is fixed by action of the Board of Directors (which may be held without notice), then a meeting of the Board of Directors must be preceded by at least two (2) days' notice to each Director of the date, time and place, but not the purpose of the meeting; provided, however, that any Board of Directors action to remove a Director or approve a matter that would otherwise require approval by the members of the Corporation under the Statute shall not be valid unless each Director is given at least seven (7) days' written notice that the matter will be voted upon at a board meeting, unless notice is waived. The Chairperson (or other presiding officer), the President, or twenty percent (20%) of the Directors then in office may call and give notice of a meeting of the Board of Directors. Notice shall be provided as required under Article V.
Section 4. Waiver of Notice
A Director may waive any notice required by the Statute, these Bylaws or the Articles of Incorporation before or after the date and time stated in the notice. The waiver must be in writing, signed by the Director entitled to the notice and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A Director's attendance at a meeting waives any required notice of a meeting unless such Director, upon arriving at a meeting or before a vote on a matter not properly noticed, objects in writing (and delivers such writing to the Secretary or chair of the meeting) to the lack of notice and does not thereafter vote for or assent to such action.
Section 5. Quorum and Voting
A quorum of a Board of Directors consists of a majority of the Directors in office immediately before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board unless the Statute, the Articles of Incorporation or these Bylaws require the vote of a greater number of Directors.
Section 6. Committees
6.01 Executive or Other Committees with Board Authority
The Board of Directors, acting by majority of the Board of Directors then serving, may adopt a resolution designating one or more committees with board authority. Each such committee shall consist of three (3) or more Directors elected by the Board of Directors. To the extent provided by the resolution or in the Articles of Incorporation or in these Bylaws, each such committee may exercise the powers of the Board of Directors with respect to the management of the affairs of the Corporation when the Board of Directors is not meeting, except that a committee may not (i) approve or propose actions required to be approved by members under the Statute, (ii) elect, appoint, or remove a Director, (iii) amend the Articles of Incorporation, (iv) adopt, amend or restate the Bylaws, (v) approve a plan of merger or conversion, or (vi) approve a sale, lease, exchange, or other disposition of all, or substantially all, of the Corporation's property, with or without goodwill, otherwise than in the usual and regular course of business. The Board of Directors may elect one or more of its Directors as alternate members of a committee created under this subsection, who may take the place of absent members at any meeting of such committee. The designation of a committee under this subsection and the delegation of authority to it does not relieve the Board of Directors or any Director of any responsibility imposed upon the Board of Directors or a Director by law. Each committee created under this subsection shall be subject to the provisions of these Bylaws regarding meetings, action without a meeting, notice, waiver of notice, and quorum and voting requirements.
6.02 Standing or Temporary Advisory Committees without Board Authority
The Board of Directors or the President may authorize, appoint or remove members of standing and/or temporary committees to consider appropriate matters (whether or not members of the Board of Directors), make reports to the President and/or Board of Directors and fulfill such other advisory functions as may be designated. The designation of such standing and/or temporary committees, and the members thereof, shall be recorded in the minutes of the Board of Directors. If any committee or other body established under this subsection has one or more members who are entitled to vote on committee matters and who are not then also Directors, the committee may not exercise any power or authority reserved to the Board of Directors under the Statute or these Bylaws.
Section 7. Presiding Officer at Meetings
If the Board of Directors appoints a "Chairperson" of the Corporation or otherwise appoints a presiding officer, then such person shall preside at any meeting of the Board of Directors. If no Chairperson or presiding officer has been appointed, the President of the Corporation, or in the absence of the President, a presiding officer chosen by a majority of the Directors present, shall preside at the meetings of the Board of Directors.
Article V. Officers
Section 1. Officers.
The Corporation shall have a President, a Secretary, a Treasurer and such other Officers or assistant Officers as the Board of Directors may from time to time elect, including one or more Vice Presidents and assistant officers (each an "Officer" and together the "Officers").
Section 2. Qualifications.
An Officer shall be a natural person and eighteen (18) years of age or older. The Officers need not be Directors. The same individual may simultaneously hold more than one office in the Corporation.
Section 3. Election; Term.
The Officers of the Corporation shall be elected by the Board of Directors. Each Officer shall serve for one year, or until such Officer's death, incapacity, resignation or removal or until the Officer's successor is elected. Election or appointment as an Officer shall not of itself create contract rights. Any vacancy occurring in any office, for any reason, may be filled by the Board of Directors.
Section 4. Resignation.
Any Officer may resign on any date by giving notice to the President, Secretary or the Board of Directors. The Officer's resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the Corporation accepts such later effective date. If resignation is effective on a later date, the Board of Directors may fill the pending vacancy before the effective date of the resignation if the appointment provides that the successor may not take office until such effective date. The Officer's resignation shall not affect the contract rights of the Corporation or the Officer.
Section 5. Removal.
The Board of Directors may remove any Officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the Officer removed. The Officer's removal shall not affect the contract rights of the Corporation or the Officer.
Section 6. President.
The President shall be the executive officer of the Corporation and shall have such duties, responsibilities and powers as may be necessary to carry out the directions and policies of the Board of Directors or as are prescribed in these Bylaws or otherwise delegated by the Board of Directors. The President shall at all times be subject to the policies, control, and direction of the Board of Directors. The President shall, whenever it may in the President's opinion be necessary, prescribe the duties of other Officers and employees of the Corporation in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board of Directors.
Section 7. Secretary.
The Secretary shall have the responsibility for the preparation and maintenance of minutes of meetings and for other records and other information required to be kept by the Corporation. The Secretary may authenticate records of the Corporation.
Section 8. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, except as otherwise provided by the Board of Directors. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the same and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all their transactions as Treasurer and of the financial condition of the Corporation.
Section 9. Duties and Powers of the Other Officers.
Officers other than the President shall have the authority and shall perform the duties set forth in these Bylaws and such duties and authority prescribed in a resolution of the Board of Directors or as the President may determine. Unless otherwise stated, each Officer shall have the authority as usual and customary for the Officer's position.
Article VI. Notice Requirements
Unless otherwise specifically stated in the Statute or these Bylaws, notice shall be provided under this article. Notice may be given orally or in writing. Notice may be delivered in person, by telephone, sent by email or other electronic means, first-class mail or certified mail, return receipt requested. Notice shall be effective (i) upon receipt, (ii) on the date sent by email or other electronic means to the Director's email address as the same may appear in the records of the Corporation, (iii) on the date five (5) days after deposit in the U.S. mail, if sent postage prepaid and correctly addressed and (iv) on the date shown on the return receipt, if sent by certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
Article VII. Authority to Act on Behalf of the Corporation
Section 1. General Delegation of Authority to President
The President may sign and execute, in the name of the Corporation, any instrument or document consistent with the general delegation of authority or any other instrument or document specifically authorized by the Board of Directors, except when the signing and execution thereof shall have been expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation.
Section 2. Execution of Contracts
The President or the Treasurer, each acting alone, shall have the power and authority to bind the Corporation to any contract or engagement and execute any instrument potentially making the Corporation liable. The Board of Directors may make rules and regulations with respect to the execution of contracts and instruments, including requirements to obtain authorization before entering into any type or amount of contract or instruments.
Section 3. Bank Accounts
The President or the Treasurer, each acting alone, may from time to time authorize the opening and maintaining of general and/or special bank accounts with such banks, trust companies or other depositories as may be selected by the President or the Treasurer. The Board of Directors may make rules and regulations with respect to said bank accounts, consistent with the provisions of these Bylaws, as the Board of Directors may deem expedient.
Section 4. Monetary Payments
All checks, drafts, wires and other electronic funds transfers, or other orders for the payment of money issued in the name of the Corporation shall be signed or authorized, as the case may be, by either the President or the Treasurer. The President or the Treasurer may delegate such power to other agents or assistant Officers and in such manner as they may determine.
Section 5. Loans
No loans outside of the ordinary course of business (such as a credit card for expenses or trade credit) shall be contracted on behalf of the Corporation and no evidence of indebtedness outside of the ordinary course of business shall be issued in its name, unless authorized by or under the authority of a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 6. Investment Activities
The President and Treasurer, each acting alone, shall be authorized to sell, assign, pledge or hypothecate any and all shares of stocks, bonds or any other security or investment owned or held by the Corporation at any time and to make any investment decision.
Article VIII. Amendment of Bylaws
These Bylaws may be repealed, amended, restated or new bylaws adopted by the Board. The members may also make additional Bylaws and may adopt, amend, or repeal any Bylaws whether such Bylaws were originally adopted by them or otherwise by a majority vote of the membership. The Corporation shall provide written notice of any membership meeting at which a membership-proposed amendment is to be voted upon. The notice of such meeting must be given at least seven (7) days prior to the meeting, unless such notice is waived. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.
Article IX. Records and Reports
The Corporation shall keep as permanent records (i) minutes of all meetings of the Board of Directors, (ii) all actions taken by the Board of Directors without a meeting and (iii) all actions taken by committees of the Board of Directors. The Corporation shall maintain appropriate accounting records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
