Corporate By-laws

Article I. Name and Purpose

1.1 Name. The name of the corporation shall be the Wisconsin Juvenile Court Intake Association, Inc.

1.2 Purpose. The corporation has been organized to operate exclusively for charitable and educational purpose, including but not limited to:

a. Assisting juvenile court intake workers in Wisconsin by providing relevant information and training as well as opportunities for members to share information among themselves.
b. Bring together juvenile court intake workers to discuss common problems and to develop effective resolutions to these problems.
c. Keeping members informed of social and legal developments in juvenile justice and related areas.
d. Providing information to the general public on the role and responsibilities of the juvenile court intake worker.
e. Providing uniform input on matters which directly affect juvenile court intake workers and the juvenile justice and related systems in Wisconsin.
f. Acknowledging our common interest with other agencies, organizations, institutions and individuals concerned with youth and the welfare of the community.
g. Encouraging the application of the highest ethical standards of our profession.

Article II. Membership

2.1 Type. Members of this Association shall consist of Active and Associate who have paid the established membership fee or who have had such fee waived by the Board of Directors, and who support the purposes for which the association is formed.

2.2 Active Membership. The Active Membership of the Association shall consist of persons who perform in whole or in part any of the duties of a juvenile court intake worker as defined in s.48.067 and/or 938.067, Wisconsin Statutes.

2.3 Associate Membership. All persons who are engaged in whole or in part in any aspect of work within Wisconsin's juvenile justice, social services, mental health or educational systems, and who are not eligible for active membership are eligible to become Associate members. They shall in all respects be entitled to the same rights and privileges as Active Members, except that they shall not be entitled to election to the offices of President, President-Elect, Secretary or Treasurer.

2.4 Term. Membership shall issue from the start of an annual meeting and expire at the start of the subsequent annual meeting. All memberships are subject to renewal at annual meetings.

2.5 Fee. The Board of Directors is empowered to establish by resolution membership fees.

2.6 Privileges. Voting and privileges of the floor at any meeting shall be limited to members. The President, at his/her discretion, may recognize and extend to non-members the opportunity to address the Association.

Article III. Board of Directors

3.1 General Powers and Duties. The Board of Directors shall be the governing body of the corporation and shall manage and direct the affairs and property of the corporation.

3.2 Initial Board of Directors. The initial Board of Directors shall have sixteen (16) members and shall be named in the Articles of Incorporation.

3.3 Composition of the Board of Directors. The number of members constituting the entire Board of Directors shall be fixed from time-to-time by resolution of the Board of Directors, but shall not be more than twenty-one (21) nor less than nine (9). The Board shall by resolution set the number of associate Members who may serve on the Board of Directors.

3.4 Election and Term of Office. Except for the initial Board of Directors, each Director with the exception of the President-Elect, shall be elected by the members at the annual meeting for a term expiring at the subsequent annual meeting.

3.5 Vacancies. Any vacancy occurring in the Board of Directors may be filled until the next annual meeting by the affirmative vote of a majority of the then members of the Board of Directors.

3.6 Removal. Any director may be removed at any special or regular meeting by two-thirds (2/3) vote of the entire membership. If any Director fails to attend three (3) meetings of the Board in the term of office without an excuse by the President, that Director may be removed by the affirmative vote of a majority of the then members of the Board present and voting.

3.7 Resignation. A member of the Board of Directors may resign from the Board at any time by giving notice in writing thereof to the President.

3.8 Nominations. Nominations for the Board of Directors shall be solicited from the general membership at least four weeks prior to the annual meeting. These nominations shall be presented to the membership for voting at the annual meeting. Nominations will be accepted from the floor up until the time of elections provided the nominee is present or has previously consented to his or her name being placed in nomination.

3.9 Election. Should the number of nominations be less than or equal to the number currently fixed by resolution under Article III (3.3), there will not be any voting. The nominees and the president-elect will form the Board of Directors. The election at the annual meeting shall be conducted by the Secretary under the supervision of the Board of Directors. All voting shall be by written ballot. The ballots shall be counted and announced by posting such the following day at the Annual Conference. A list of newly elected board members shall be sent to each newly elected Board Member within 30 days after the annual meeting.

3.10 Reimbursement of Expenses. The Board of Directors shall serve without compensation except for the reimbursement of reasonable expenses incurred in the performance of their duties as Directors on behalf of the Association, but such reimbursement shall not be paid without presentation of documentation of expenses to the Treasurer and approval by the President. The Board of Directors may by resolution reimburse the reasonable expenses incurred by non-Directors in the performance of their assigned duties.

Article IV. Officers

4.1 The Officers of the Association shall be the President, President-Elect, Secretary and Treasurer. These Officers shall be elected from the Board of Directors by an affirmative vote of the majority of the then members of the Board no more than 30 days after the annual meeting.
Commencing with the election at the annual meeting in 1984 and thereafter, the President shall be the person who served as President-Elect the preceding year. All other officers shall be elected pursuant to this section. The term for all officers shall be for one year. Should an officer other than the President be unable to continue in their office, that vacancy shall be filled by an election conducted at the next regularly scheduled board meeting after receiving notice of the vacancy. The Officer shall be elected from the Board of Directors by an affirmative vote by the majority of the current members of the Board. This Officer shall serve the remainder of the term. In the case of a vacancy in the office of President, the office shall be filled by the President-Elect who will serve the remainder of the President's term and the next term for which he or she was scheduled to serve.

4.2 President. The President shall preside at all meetings of the Association and of the Board of Directors, shall give notice of meetings to all members of the Board of Directors, and shall perform such other duties and acts usually pertaining to this office. He or she shall appoint all standing and special committees; shall approve all reimbursements and other expenses; and, shall report to the membership on a regular basis, and at the annual meeting, as to the state of the Association. The President shall also have the authority to accept on behalf of the Association, grants, donations, gifts, devices and bequests made to the Association, and to agree to any conditions or limitations thereto approved by the Board and to give receipts and quittances therefore.

4.3 President-Elect. The President-Elect shall have all the powers and perform all duties of the President in the absence or incapacity of the President, and perform such other duties as may be assigned by the Board of Directors. The President-Elect shall automatically serve an additional term on the Board of Directors as President. His or her term of office shall be extended one term and that person shall not be required to stand for re-election.

4.4 Secretary. The Secretary shall keep a true record of all proceedings, acts and votes at all meetings of the Association and the Board of Directors; shall be the custodian of all books, papers, documents and property of the Association; and, shall perform such duties as may be assigned by the Board of Directors.

4.5 Treasurer. The Treasurer shall keep a true record of all receipts and disbursements of the Association and shall be the custodian of all monies of the Association. He or she shall also perform such duties as may be assigned by the Board of Directors.

Article V. Meetings

5.1 Annual Meeting. There shall be an annual meeting of the Association. The time and place of the annual meeting shall be determined by the Board of Directors and shall be announced to the membership at least four weeks in advance of the meeting. At the annual meeting the membership shall elect a Board of Directors, and reports of officers and members shall be delivered.

5.2 Board Meetings and Manner of Acting. The Board of Directors shall meet from time-to-time as directed by the President, but shall meet no less than twice a year. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the articles of incorporation or these by-laws.

5.3 Special Meetings. Special meetings may be called by the President or by a majority of the Board of Directors. The time and place of special meetings shall be announced to the membership at least two weeks in advance of the meeting.

5.4 Quorum. Except as otherwise provided by law or by the articles of incorporation or by these by-laws, a simple majority of the number of Directors presently serving shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. At any meeting of the general membership, ten percent (10%) of the paid membership including two Directors must be present to constitute a quorum for the purpose of conducting business.

5.5 Parliamentary Authority. ROBERT'S RULES OF ORDER, REVISED shall govern in all matters before the Association or at any meeting.

5.6 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may by its oral agreement be taken without a meeting, if within seven (7) days after such oral agreement, the text of the resolution or matter agreed upon is sent to all members of the Board of Directors and unanimous consent to such action is obtained in writing, setting forth the action taken, within fourteen (14) days of the mailing of such text. Such consent in writing shall have the same force and effect as an affirmative vote of the majority of the Board of Directors at any meeting at which a quorum is present.

Article VI. Committees

6.1 The Executive Committee shall be a standing committee of the Board of Directors. The purpose of the committee shall be to develop long and short term goals of the Association. Its members shall consist of the Officers of the Board of Directors and will be chaired by the President of the Board.

6.2 The Nomination Committee shall be a standing committee. The purpose of the committee shall be to recruit and receive nominations for positions on the Board of Directors. The President of the Board shall appoint three (3) active association members to serve on this committee. The committee shall report to the Secretary.

6.3 The Board of Directors may establish, by resolution, standing committees. The chairpersons and members of such committees shall be appointed by the President.

6.4 Written minutes shall be kept for committee meetings and sent to the Secretary. All committee chairpersons shall submit a plan of transition to the President at the end of their term.

Article VII. Financial Administration

7.1 The Board of Directors shall oversee the financial administration and assure that all fiscal records are properly maintained. All funds not otherwise employed shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may designate by resolution. All checks, drafts or other orders for payment of money or all notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and is such manner as shall be determined by resolution of the Board of Directors. The Board of Directors shall have discretion to set any and all fees.

Article VIII. Amendments

8.1 These by-laws may be altered, amended or repealed and new by-laws may be adopted at any meeting of the members, or at any special meeting called for that purpose by the affirmative vote of a majority of the then present membership, provided that at least two (2) weeks written notice is given of the intention to alter, amend, repeal or adopt new by-laws at such meeting.

Article IX. Indemnity

9.1 The corporation shall indemnify any Director or Officer or former Director or Officer of the Corporation, or any person who may have served at its request as Director or Office of another corporation, whether for profit or not for profit, against expenses and liabilities actually and necessarily incurred by him or her in connection with the defense on any action, suit, or proceeding in which he or she is made a party by reason of being or having been such Director or Officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of a duty.

Article X. Dissolution

10.1 Upon dissolution or final liquidation of the Corporation, all corporate assets remaining after payment of its obligations shall have been made or provided for, shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which fall within the provisions of s.501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law as the Board of Directors shall designate).

Reaffirmed on March 11, 2016 by WJCIA Board of Directors