Bylaws

BYLAWS OF WISCONSIN STATEWIDE TELEPHONE COOPERATIVE ASSOCIATION, INC.

Bylaw 1 Fiscal Year

The fiscal year of this association shall end on December 31, each year.

Bylaw 2 Membership

Sec. 1.  Qualifications.
Any telephone cooperative association, incorporated under the Wisconsin Cooperative Association Act, presently referred to as Chapter 185, Wisconsin Statutes, may become a member upon application, payment, and acceptance by the Board of Directors.

Sec. 2.  Termination.
Any failure upon the part of any member to comply with the rules, regulations, and policies of the association shall be cause for termination of membership.  Any association shall be given one hundred eighty days notice that their membership is to be terminated.

Sec. 3.  Reinstatement.
Any terminated member shall be automatically reinstated upon compliance with the rules, regulations, and policies of the association.Sec. 4.  Associate Membership.
Any individual, firm, partnership, or corporation with interest in common with the organization, not eligible for active membership, is eligible to become an associate member of the Association with the approval of the Board of Directors.  Associate members shall have no voting rights.  Annual dues shall be determined by the Board of Directors.

Bylaw 3 Voting

Sec. 1.  Each member association shall be entitled to one vote.

Sec. 2.  The Board of Directors for each member association shall certify, prior to each special or annual meeting, the name of its authorized voting delegate who shall also be its director to the WSTCA.  An alternate for the above shall also be certified.

Sec. 3.  Certification forms for voting shall be prepared by this association upon receipt of the annual dues and fees from each member association.

Sec. 4.  There shall be no voting by proxy.

Bylaw 4 Meetings

Sec. 1.  Annual Meeting.
The Annual Meeting of the members of this Association shall be held at such time and place each year as the Board of Directors thereof shall determine.  At such meeting, any business of the association may be transacted.

Sec. 2.  Notice.
Not less than seven nor more than thirty days before each regular meeting, notice of the time and place of meeting shall be given to the member associations to their last known addresses as shown on the association records.

Sec. 3.  Special Meetings.
a. The president may call a special meeting of the association upon giving notice to the members in the manner herein described for an annual meeting, except that the notice shall also specify the purpose of the special meeting.

b.  Upon written demand, signed by at least twenty percent of the members, the president shall call a special meeting for the purpose to which the demand relates, in the manner herein described.

Sec. 4.  Quorum.
A quorum at a member meeting shall be a majority of the members.

Sec. 5.  a.  Order of Business.
The order of business at annual meetings, and so far as applicable at other meetings of the members, shall be substantially as follows:
(1) Roll call or registration
(2) Proof of due notice of meeting
(3) Reading and disposal of unapproved minutes
(4) Reports of officers and committees
(5) Unfinished business
(6) New Business
(7) Adjournmentb.  Rules of Order. 
Meetings of the members and of the Board of Directors shall be conducted according to and governed by Roberts Rules of Order (revised) except as otherwise provided in these bylaws.

Bylaw 5 Board of Directors

 Sec. 1.  Number.
One (WSTCA) director shall be elected from each member association.

Sec. 2.  Election.
Each member association shall elect a (WSTCA) director from their Board of Directors or General Manager.

Sec. 3.  Vacancies. 
a.  Vacancies occurring on the Board of Directors, except any caused by removal by the association members, may be filled by the Board of Directors of the Cooperative affected.

b.  Should the Board of Directors find that a director has failed to attend 3 successive meetings without reasonable cause, and enter such findings in their minutes, the office of such director shall automatically become vacant.

Sec. 4. Regular Meetings.
a. A regular meeting of the Board of Directors shall be held without notice immediately after, and at the same place, as the annual meeting of the association for the purpose of electing the officers of the association and the transaction of any other business which may come before the Board.

b.  Quorum. A majority of the directors shall be a quorum at a board meeting.

c.  Notice Notice of every directors meeting shall be given to each director or received by him at least twenty-four hours before the meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting.

Sec. 5.  General Powers and Duties, Management, Records, Reports.
The directors shall conduct, manage, and control the affairs and business of the association.  They shall have installed and maintained an adequate accounting system and require proper records of all business transactions to be kept and audited, and reports to be made to the Secretary of State and other officials annually or otherwise required by law.

Sec. 6.  Informal Action Without Meeting.
Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board of Directors or executive committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or executive committee members entitled to vote on such action.  Such consent shall have the same force and effect as a unanimous vote at a meeting.

Sec. 7.  Insurance.
The directors shall provide adequate insurance as they deem necessary for the protection of the association.

Sec. 8.  Corporate Seal.
The Board of Directors may adopt, alter, or abandon the use of the corporate seal.Sec. 9.  Compensation. 
Board members shall not receive any compensation for their services as such, except that directors may by resolution authorize a fixed sum for each day or portion thereof spent on association business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board.  If authorized by the board, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such association business or granted reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses.  No board member shall receive compensation for serving the association in any other capacity.

Bylaw 6 Officers

Sec. 1.  Election.
a.  The WSTCA directors shall elect a President, Vice President, and a Secretary-Treasurer for a two year term in odd-numbered years.  The President and Vice President shall be directors, but the Secretary-Tresurer need not be a director.  If, during a two year term, an officer should cease representation of the entity which originally appointed him/her, the successor director for the entity shall be appointed by the board to fill the office for the unexpired term.

b. Method of Election.  Directors shall elect officers by ballot.  A nominating ballot shall be taken whereby each director writes the name of one nominee for the officer being elected.  If no nominee has a clear majority on the original nominating ballot, the chairman may declare the individual with the most nominations as candidate.  All ballots shall be held.

c. Officers may be re-elected to as many terms of office as the directors approve.

d. Officer Vacancy.  The directors shall elect any eligible member as an officer to the unexpired term for which there is a vacancy.

e. The directors shall vote and establish the salaries for the officers.

Sec. 2.  Executive Committee.
a. By virtue of their election as officers of the Board of Directors, the president, vice-president, secretary, and treasurer shall form the executive committee and shall have all the powers of the board within the limitation fixed by law (185.33), Wisconsin statutes.  In the event the Secretary-Treasurer is not a member of the board, the Board of Directors shall elect one other of their members to add to the executive committee for that year.

b. A copy of the minutes of each meeting shall be placed on file and available to all directors.  The directors shall consider the committee minutes and ratify or disapprove the action of the committee.

Sec. 3.  Duties of Officers.
a. The principal duties of the president shall be to preside at all meetings of the Board of Directors and all the regular and special meetings of the members, and to have a general supervision of the affairs of the association.  He shall sign all certificates, contracts, and legal instruments.

b. The principal duties of the vice-president shall be to discharge the duties of the president in the event of the absence or disability, for any cause whatever of the latter.

c. The principal duties of the secretary shall be to keep a record of the proceedings of the Board of Directors and the proceedings of the members of the association at their regular and special meetings, also, to safely and systematically keep all books, papers, records, documents, and correspondence belonging to the association, or in any way pertaining to the business thereof.

d. The principal duties of the treasurer shall be to keep and account for all monies, credits, and property of any and every nature of the association which shall come into his hands and keep an accurate account of all monies received and disbursed and proper vouchers for monies disbursed, and to render such accounts, statements, and inventories of monies received and disbursed, of money and property on hand and generally of all matters pertaining to this office as shall be required by the Board of Directors.

Bylaw 7 Capital Structure

Sec. 1.  The annual dues and fees shall be set by the Board of Directors at the last directors meeting of each fiscal year for the coming year.

Sec. 2.  A schedule showing the annual dues and fees shall be provided each member within thirty (30) days after the close of the fiscal year.

Sec. 3.  Special assessment may be levied by the Board of Directors to be paid by all or certain members at any meeting of the directors.

Sec. 4.  Unallocated Reserve.
An unallocated reserve may be developed by annually placing a portion of the annual receipts in interest bearing insured savings or governmental bonds.

Sec. 5.  Disposition of Funds.
No funds shall be given or paid to any member or employee except for services rendered and in case of dissolution of the association, all funds remaining shall be transferred to one or more similar educational or scientific nonprofit organization with like purposes.

Bylaw 8 N.T.C.A. Affiliation

Sec. 1.  This association may maintain a membership in the National Telephone Cooperative Association.

Bylaw 9 Audits

Sec. 1.  At the close of each fiscal year, or at such other times as the board shall determine, the officers shall make or cause to be made an accurate written statement of the financial condition of the association, including when required, an accurate inventory of all of its property.Sec. 2.  At the close of each fiscal year, or at such other times as the board shall determine, the books and accounts of the association shall determine, the books and accounts of the association shall be audited and a written report be prepared for the Board of Directors information.

Bylaw 10 Amendment of Bylaws

Sec. 1.  Any bylaw may be adopted, amended, or appealed by a majority vote of the voting delegates at the Annual meeting or at any special meeting of the association voting delegates called for that purpose.  Said proposed amendment should be presented, in writing, to the voting delegates at least sixty days prior to the Annual meeting or meeting called for that purpose.