WisCOSH Web : WisCOSH, Inc. Bylaws

Article I Name and Objects

Name
The name of the Corporation shall be WisCOSH, INC.
Mission
The mission of the Corporation shall be as follows:
To improve workplace safety and heath for Wisconsin Workers by providing the enviroment and resources for concerned individuals to use their skills for the direct benefit of working people and their families. To empower people to join together and collaborate with others, including health personnel, community leaders and interested business people, to create an interest in safety and health in the workplace. The work of the Corporation shall fall into two categories:
1) legal, educational, health-related, and technical services to workers, labor unions, community organizations, businesses and other interested groups and individuals; and
2) helping to organize workers, concerned professionals and others to bring about the greatest possible improvement in workplace conditions.
The Corporation will not be engaging in the practice of medicine nor render the service of a licensed physician.
The Corporation will not be operating a business or vocational school.
However, in no event shall the Corporation conduct any business, or other activity, which shall prevent the Corporation from filing for, receiving, or maintaining tax exempt status under Section 501(c)(3) of the Internal Revenue Code of the laws of the United States of America.

Article II Offices

The principal office of the Corporation in the state of Wisconsin shall be located in the City of Milwaukee. The Corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Article III Membership

The membership of the organization shall be the highest decision making body of WisCOSH, Inc.
The membership of WisCOSH, Inc. shall consist of individuals and labor union sponsors in good standing who agree with the objectives set forth in Article I, Section 2 of the Bylaws. A member in good standing shall be defined as one who is paid up in dues.
Qualifications for Membership. Any person who signs a statement agreeing to abide by the purpose of the Corporation and by these Bylaws, and who tenders dues appropriate for membership shall become a member. Any union organization that is payed up in dues shall be defined as a member in good standing.
Each individual shall be entitled to one vote on each matter submitted to a vote of the members. Each labor union sponsor is entitled to from one to three voting delagates at membership meetings who shall be selected by the elected leadership of the local union relative to the composition of the union's and the corresponding dues structure. The formula used to allocate votes to union member is :
1. vote for 1 to 350 represented members and appropriate duse paid
2. votes for 351 to 1000 represented members and appropriate duse paid
3. votes for 1001 and more represented members and appropriate duse paid
A delgate member is a representative of one and only one sponsor and cannot also be an individual member with voting rights.
WisCOSH, Inc. shall have sustaining individual memberships. Sustaining members shall have the same voting rights as other individuals and union members. The dues for sustaining members shall be greater than regular dues, and shall be determined by the Board of Directors.
In addition to individual members with voting privileges described in Section 3 through 5 above, state, regional, and national associations of local unions may become affiliate members upon payment of an annual contribution to be determined by the Board of Directors not more than once a year. Affiliate members shall not be entitled to vote.
Termination of Membership. The Board of Directors, by affirmative vote two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority of those present at any regularly constituted meeting, terminate the membership of any member that becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article X of these bylaws.
Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assesments or other charges theretofore accrued and unpaid.
Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Transfer of Membership. Membership in this Corporation is not transferable or assignable.
The membership of WisCOSH, Inc. shall make all efforts to include minorities and women as members, officers, directors and staff.
No one shall be excluded from membership because of race, creed, poitical belief or sexual orientation.

Article IV Meeting of Members

The entire membership shall be notified of all membership and board meetings.
Annual Meeting. An annual meeting of the members shall held in October of each year for the purpose of electing officers and the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next suceeding business. If the election of officers shall not be held on the day designated for any meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon as thereafter as conveniantly may be.
Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Wisconsin but if all of the members shall meet at any time and place either within or without the State of Wisconsin and consent to the holding of meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Notice of Membership Meeetings. Written or printed notice stating the place, day, and hour of any membership meeting shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten nor more than fifty calendar days before the date of such meeting, by or at the direction of the President, or Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.
Informal Actions of members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.
Quorum. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Proxies Prohibited. Each individual member or delagate organizational representitive shall be entitled to one vote, and voting rights may not be exercised by proxies.
Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these bylaws.
Unless altered or suspended by a majority of members present and voting, the following shall be the order of business at membership meetings:
1. reading of minutes of previous meeting(s)
2. officer's report,
3. reports from staff,
4. committees,
5. old business,
6. new business,
7. adjournment.
Robert's Rules of Order shall be the final authority, when necessary, for membership and Board of Directors Meetings.

Article V Board of Directors

General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors must be members of the Corporation. They shall be responsible for developing policies and direction of WisCOSH.
Board of Directors. The Board of Directors Shall consist of fifteen(15) directors and officers of the Corporation. Ten(10) directors shall be members of member unions. Five(5) directors shall be individual members. All directors shall be elected at the annual meeting, however, beginning in 1991, only 50% of the seats will expire each year. Officers and Directors will thus serve staggered terms.
Each director, including officers, shall have one(1) vote at Board of Directors meetings. Directors and officers driving more than fifty(50) miles one way may be reimbursed for travel expences to and from Board meetings and authorizd WisCOSH business at the current IRS rate.
The Board of Directors will have the authority to establish standing committees to cary out the functions of WisCOSH. The standing committees may consist of both Board Members and individual members.
Each Director shall hold office until the expiration of the term to which he/she was elected and until his/her successor shall have been elected and qualified. Directors may be elected to subsequent terms.
Regular Meetings. A regular meeeting of the Board of Directors shall be held without further notice other than this bylaw, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place either within or without the State of Wisconsin for the holding of monthly meetings or other additional regular meetings of the Board without further notice than such notice.
Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the President or any two(2) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Wisconsin as the place for holding any special meeting of the Board of Directors called by them.
Notice. Notice of any special meeting of the Board of Directors shall be given at least two(2) days previously thereto in written notice or sent by mail, E-Mail or fax to each Director at his address as shown by the records of the Corporation. If mailed such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envolope so addressed, with postage thereon prepaid. If notice be given by e-mail or fax, such notice shall be deemed to be delivered when the E-Mail or fax is sent. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such a meeting, unless specifically required by law or by these bylaws.
Quorum. Any three voting members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of Board of Directors, unless the act of a greater number is required by law or these bylaws.
Vacancies. A vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors to be filled by the body originally electing the Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Compensation. Directors as such shall not receive any stated salaries for their services but nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be sighned by all of the Directors.
Proxies Allowed. Written proxies shall be allowed, if presented to the person chairing the meeting, and accepted by him/her as authentic, unless there is a motion passed by a majority of those present to disallow proxies, at that meeting.

Article VI Officers

Officers. The officers of the Corporation shall be a President, three Vice-Presidents, a Treasurer, a Recording Secretary, and such other officers as may be elected in accordance with the provisions of this article. Any two or more offices may be held by the same person except the offices of President, Vice-President, and Treasurer.
Election and Term of Office. The officers of the Corporation shall be elected annually by the membership at the regular annual meeting of the membership. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the membership. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified.
Removal. Any officer elected or appointed by membership may be removed by the Board whenever, in its judgement, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer(s) so removed.
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the membership for the unexpired portion of the term.
President. The President shall be the principal officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. S/he shall preside at all meetings of the members and of the Board of Directors. S/he may sign, with Recording Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or any other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall expressly delagatd by the Board of Directors or by these bylaws or by statute to some other officer or agency of the Corporation; and in general s/he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Vice-President. The membership may elect up to three(3) Vice-Presidents. Vice-Presidents shall assist the President and perform such other duties as from time to time may be assigned to him/her by the President or the Board of Directors. In absence of the President, the first elected Vice-President shall assume the duties of the President.
1. Duties of the 2nd Vice President shall include to act as Development Director. As such s/he shall chair a fundraising committee and lead the fundraising activities for the Corporation.
2. Duties of the 3rd Vice President shall include to act as Membership Secretary. As such s/he shall be responsible for recruiting new membership, renewals, and for new member orientation.
Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation received, and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Recording Secretary. The Recording Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member which shall be furnished to the Secretary by such member and in general perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Article VII Contracts, Checks, Deposits and Funds

Contracts. The Board of Directors may authorize any officer(s), or agent(s) of the Corporation, in addition to the officers authorized by these laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s), agent(s) of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors such instruments shall be signed by the President, 1st Vice President, Treasurer, or Recording Secretary.
Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any specific purpose of the Corporation.

Article VIII Books and Records

The Corporation shall keep current and complete books and records of account and shall keep minutes of the proceedings of its members and Board of Directors and shall keep at the registered or princapal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, for any purpose at any reasonable time.

Article IX Fiscal Year

The Fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

Article X Dues

Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members. Such determination shall not occur more than once annually.
Payment of Dues. Dues of a new member shall be documented from the first day of the month in which such new member is accepted to membership. Renewal of dues shall be due one year from the date of the prior years payment.
Default and Termination of Membership. When any member shall be in default in the payment of dues for a period of six(6) months from the begining of the fiscal year or period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of these bylaws.

Article XI Seal

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal."

Article XII Waiver of Notice

Whenever any notice is required to be given under the provisions of the Wisconsin statutes, Chapter 81, non-stock corporations, or under the provisions of the articles of incorporation or the bylaws of the Corporation, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time stated there shall be deemed equivalent to giving of such notice.

Article XIII Dissolution

In the event that the Corporation dissolves, the assets of the Corporation shall be divided as follows:
1. All the of the debts and liabilities of the Corporation shall be settled.
2. Any remaining assets of the Corporation shall be donated to any organization(s), decided upon by the Board of Directors, when they are tax exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of the laws of the United States of America.

Article XIV Amendments to Bylaws

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least five(5) days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

WisCOSH, Inc. Bylaws

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