Sec. 1 The name of this organization shall be the Wisconsin Association for Environmental Education,
Sec. 2 The location of headquarters for WAEE shall be
at the University of Wisconsin-Stevens Point, WI, 54481, until such time that
the Board of Directors deems it necessary to change the headquarters to another
Sec. 1 WAEE is a statewide professional organization
comprised of voluntary members with diverse backgrounds whose goal is to
promote responsible environmental action through environmental education.
Environmental education is a process aimed at
developing a citizenry which is knowledgeable about natural and human-made
environments and their associated issues, skilled in resolving those issues,
and motivated to participate in actions leading to the quality of the
environment and the quality of life.
Sec. 2 WAEE offers various educational
opportunities for Wisconsin citizens to become
skilled and committed to acting
individually and collectively to achieve a balance between quality of life
and quality of environment.
Nonprofit, Nonsectarian and Nonpolitical
Sec. 1 Notwithstanding
the specific purpose set forth above or any other provision of these bylaws,
is organized exclusively for charitable, religious, education, and scientific
for such purposes, the making of distributions to organizations that qualify as
under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the
of any future United States Internal Revenue Law).
Sec. 2 No substantial
part of the activities (i.e. funds) of the organization shall consist of
influence legislation, either
by propaganda or otherwise, or of directly or indirectly participating in, or
intervening in (including the
publication or distribution of statement), any political campaign in behalf
of or opposition to any
candidate for public office.
Sec. 3 Notwithstanding any other provision of these
bylaws, this organization shall not engage in any activities
or exercise any powers that are not in furtherance of the purposes of this organization,
or that are not permitted to be carried on:
by an organization exempt from Federal Income
Tax under Section 501(c)(3) of the Internal Revenue code of 1954 (or
corresponding provision of any future United States Internal Revenue Lay), or
by an organization contributions of which are
deductible under Section 170(c) (2) of the Internal Revenue code of 1954 (or
corresponding provision of any future United States Internal Revenue Lay).
Sec. 1 There shall be
seven membership classes as follows:
Membership: any individual who subscribes to the aforementioned purpose of
the Association and supports the Association’s activities by an annual
contribution determined by the Board of Directors shall be eligible for voting
Organizational Membership: any non-profit organization, agency, school,
club or other group which subscribes to the aforementioned purpose of the
Association and supports Association’s activities by an annual contribution
determined by the Board of Directors shall be eligible for non-profit
organizational membership in the Association.
(1) Each such member group may designate one or more delegates to represent it
in the affairs of the association.
(2) Each delegate shall posses all rights of individual membership.
Membership: any individual who subscribes to the aforementioned purpose of
the Association, is enrolled at least half-time in an educational institution,
and supports the Association’s activities by an annual contribution determined
by the Board of Directors shall be eligible for student membership.
(1) Student members shall possess all rights of individual membership.
Membership: any individual who subscribes to the aforementioned purpose of
the Association and supports the Association’s activities by a one-time
contribution determined by the Board of Directors shall be eligible for life
Membership: any profit foundation, business, industrial firm or corporation
which subscribes to the aforementioned purpose of the Association and supports
Association’s activities by the annual contribution determined by the Board of
Directors shall be eligible for corporate membership.
Membership: any individual who is officially retired, pensioned or eligible
to collect social security who subscribes to the aforementioned purpose of the
association and supports the activities by an annual contribution determined by
the Board of Directors shall be eligible for voting membership.
Membership: two or more individuals residing in the same household who
subscribe to the aforementioned purpose of the Association, and supports the
Association’s activities by an annual contribution determined by the Board of
Directors shall be eligible for family membership in the Association.
(1) Each adult, ages 18 and over, of that household shall possess all voting
rights of individual
Sec. 2 Application for
membership shall be made in writing to the Association.
The membership shall be year to date.
Sec. 3 A member is in
good standing when payment of dues for the current year has been received by
treasurer and recorded by the
Sec. 4 Each member in
good standing of the Association shall have one vote.
Sec. 5 Questions of eligibility of an applicant shall
be referred to the Board of Directors of the Association for
consideration at its next meeting.
Sec. 6 Dues shall be set annually by the Board of
Directors. The announcement of dues changes shall be made by means of a mailed
or emailed announcement to all members in good standing.
Sec. 1 The officers of the Association shall consist
of a chairperson, vice-chairperson, a treasurer, and a secretary. They shall be
members of the Board and shall be elected to office by the Board.
Sec. 2. Selection and term of office shall be as
At the first board meeting of the year, the
board will confirm the past year’s vice-chairperson as the new chairperson and
elect a new vice-chairperson. Confirmation of the new chairperson will be based
on her or his performance the previous year. To be confirmed as the new chairperson,
a 2/3 majority of the board must vote yes to the confirmation. The past chairperson
will continue to serve in an advisory roll to the Board to assist the chairperson
and vice-chairperson through a smooth transition, whether or not the past chairperson’s
term is completed. If the past-chairperson’s term is completed, the past chairperson
is encouraged to attend all Board meetings and functions, in a non-voting,
advisory capacity during the following year.
The term of office for all board members shall
be one year starting January 1.
A board member may be re-elected.
Sec. 3. Duties of the
officers shall be as follows:
The chairperson of the Board shall preside at
all meetings of the Association and of the
Board, appoint all committees, and
perform all other duties usually associated with the office of chairperson or
president of an organization.
The vice-chairperson of the Board shall attend
all meetings of the Association and the Board, become familiar with the
administration of the Association affairs in order to better assume the chairperson’s
duties the following year and in the absence of the chairperson and perform all
other duties usually associated with the office of the chairperson-elect, vice-chairperson,
or vice-president of an organization.
The administrative assistant of the Board shall
keep a record of all transactions of the Association and the Board and see that
information on the Association’s activities is prepared for distribution and
perform all other duties as described in a Memorandum of Understanding with the
The Board shall assist in determining long range
policy of the Association and in other ways provide continuity of plan and
purpose essential to efficient functioning of the Association. They shall be
empowered to act as chairperson and/or co-chairperson of various Association
committees between meeting of the Association in all matters related to the
welfare and functions of the Association.
The past chairperson of the Board shall provide
continuity on Association business and assist the newly elected chairperson in
assuming and performing all duties associated with the office of chairperson.
He/she shall attend the Association Winter Workshop board meeting and spring
Work Weekend, and when possible, attend other board meetings throughout the
year following the completion of their term as chair of the Board. If the past
chairperson’s term as a member on the Board is complete, he/she is encouraged
to serve as a non-voting member of the Board for up to an additional year.
Sec. 4. The Board may appoint an executive officer or
such other staff as it deems necessary to conduct the business of the
Association. The operation of these offices shall be detailed in an official
policy statement adopted by the Board.
Sec. 1. The operating year for WAEE shall be the
Sec. 2. An official annual meeting of the Association
shall be held in conjunction with the annual conference, the date and place to
be decided by the Board.
Sec. 3. A special meeting may be called by the
chairperson, a majority of the Board, or by written request to the secretary
signed by 15 members of the Association.
Sec. 4. The members in good standing in attendance at
an Association meeting or at a meeting of the Board shall constitute a quorum.
Sec. 5. The Board shall meet at least twice during the
Sec. 6. All meetings of the Association shall be
announced to the membership at least 10 days in advance.
Sec. 7. All meetings shall be open. Portions of the
meetings when dealing with personnel issues or other confidential matter may be
closed. Such portions will be noted on the agenda in advance.
Sec. 8. Any action taken at a regular meeting or
special meeting of the Association or Board must be approved by a simple
majority of the voting members present.
Governing Body and
Sec. 1. The Association shall have a governing body
elected from its membership and shall be known as the Board.
Sec. 2. The Board shall consist of eleven members.
Nine members of the Board shall represent the
state at large.
Two shall be student Board members.
Members must reside or work within Wisconsin.
The Association will strive for diversity of
representation of the Board. Consideration shall include, but not be limited to
the following: age, gender, geographic location, interest area, occupation and
Sec. 3. The term of office for all Board members shall
be three years with the exception of the Student Board Members, which shall
serve a one-year term on the Board.
Three of the nine Board members shall be elected
Board members may not serve more than two
consecutive terms of office.
Sec. 4. Board members shall be elected by a mail or
email ballot conducted by an Elections Committee appointed by the chairperson.
The Elections Committee shall annually issue a
call for nominations by August 1.
(1) The call shall include a list of incumbent Board members.
(2) An attempt shall be made to assure representation from each of the publics
represented by the Association.
Nominations shall be submitted to the Elections
Committee by November 1.
(1) The Elections Committee shall complete the list of nominees if necessary,
obtaining the name of at least one nominee for each position open on the Board.
(2) An attempt shall be made to
assure representation from each of the publics represented by the Association.
(3) The board may extend the call
for nominations up until the official ballot is sent to membership.
The Elections Committee shall obtain and publish
a brief professional biography of each candidate for election to the Board
which shall accompany the official ballot.
The official ballot shall be mailed or emailed to
all members in good standing so they receive it by November 20, except that the
date may be changed in any year by a vote of the Board.
Marked ballots shall be returned to the
chairperson of the Elections Committee postmarked or emailed no later than
To be elected as a WAEE board member, nominees
must receive, at a minimum of 20% of the total votes cast by the general
membership. Any positions not filled by the election will be appointed by the
Announcement of the election results shall be
made to the membership in the issue of the Association newsletter following the
Sec. 5. Board members shall
assume office on January 1; Student Board Members shall assume office on
The Board or its designee(s) shall annually
issue a call for Student Board Members nominations by April 1. The Board shall
make reasonable efforts to recruit Student Board Member candidates from
multiple Wisconsin college/university
Nominations shall be submitted to the
Chairperson by May 1.
(1) Student Board Member candidates may nominate themselves, be nominated by a Board
member, or be nominated by a professor, advisor, supervisor, or other
individual who has specific knowledge of the candidate’s capability to
represent student membership.
(2) The Board shall make every effort to secure at least two Student Board
Prior to its May meeting, the Board shall obtain
a resume and contact information and one reference from each Student Board
Member candidate. The board or its designee(s) shall distribute a copy to each
At its May meeting, the Board shall select, by
simple majority vote, two Student Board Members from among the candidates who
have satisfied ( c ) above. The Board shall select Student Board Members from
different campuses if there are Student Board Member candidates from different
campuses. The Board may select two student Board Members from the same campus
if all candidates are from the same campus.
The Chairperson shall notify Student Board
Members individually of their selection no later than June 1.
The Board or its designee(s) shall announce the
selected Student Board Members to the membership in the WAEE newsletter
published after the Chairperson has notified Student board Members of their
Sec. 6. Vacancies in
the Board may be filled by appointment by the Board.
The appointed Board member shall complete the
term of office of the Board member replaced.
Sec. 7. Members of an advisory council shall advise the
Board. Advisory council membership and term are determined by the board.
Sec. 8. A board
member may be removed from office with cause by vote of a majority of the other
board members of this Association either at a regular meeting or at any special
meeting called for that purpose.
Sec. 1. Special interest sections exist within the
organization structure of WAEE. New sections may be added by presenting to the
Board a petition clearly defining the goals and audience of the proposed
section and demonstrating a substantial interest of WAEE members in creating
the new section. Creation of a new section shall require a two-third vote of
Sec. 2. Section must operate within a procedure
prepared and approved by section members and the WAEE Board. Said procedure
must be in place within six (6) months of the creation of a new section.
Sec. 3. Sections shall not enter into contracts.
Sec. 4. Sections shall not represent the views of WAEE
or use WAEE’s name without prior authorization from the Board chairperson and vice-chair.
Sec. 1 The objectives of the committees are to assist
and plan for the development of the event and/or project indicated in the
committee’s title, and to share progress reports with the Board as work
Sec. 2. With the leadership of the vice-chair on the
Board, there shall be the following Associations committees:
Conferences and Workshops (to include annual
fall and winter conferences).
Sec. 3 Members of these Association committees shall
be members of the Association, Board and other volunteers.
Sec. 4. Each committee shall, at a minimum, meet
annually to prepare a program plan and calendar of events and activities.
Sec. 5. Each committee shall appoint a chairperson and
Sec. 6. Different members of the Board will represent
the Association on the following committees:
(a) Wisconsin Conservation Hall of Fame
Sec. 7. A member of the Association or the
Board may serve on more than one committee.
Members may volunteer for a one (1) year term at
the first Board meeting each year.
Sec. 8. Special committees may be appointed by the
chairperson when Authorized by the Association or Board and are dissolved when
work of the committee is completed.
Sec. 9. The chairperson of the Board may appoint
committees as needed.
Sec. 1. If emergencies arise, the 10-day advance notice
requirement is suspended and the Board may conduct business by telephone or
written / email communication. All business conducted under this bylaw is
subject to all other regulations contained with these bylaws.
Sec. 1. Meetings of the Association and of the Board shall
be conducted according to and governed by “Robert’s Rules of Order: Newly
Revised” (1970), except as otherwise provided in these bylaws.
Sec. 1. At the close of each fiscal year (July 1 through
June 30) or at such time as the Board shall determine, the books and accounts
of the Association shall be carefully examined by either a qualified auditor or
a committee named by the Board who shall make a written report thereon to be
submitted to the Board for review.
Amendment of Bylaws
Sec. 1. The articles of these bylaws may be amended by:
a simple majority vote of members in attendance
at any regular or special meeting of the Association provided the proposed
amendment has been submitted in writing or electronically to the membership at
least 30 days in advance of said meetings: or
by ballot mailed or emailed to the membership 30
days in advance of a stated postmarked or emailed deadline date.
Amendments may be proposed by members in good
standing provided they are submitted to the administrative assistant
accompanied by the signatures of 15 members in good standing indicating support
of the proposed amendment.
Amendments may also be proposed by the Board provided
that the six of the nine members approve the proposed amendment.
Dissolution of Association
Sec. 1. In case of dissolution of WAEE, Inc., all
assets, books, records, lists, equipment and financial accounts shall be
assigned to another appropriate 501 (c) (3) organization.
Sec. 1. All rules governing this Association shall be
incorporated into these bylaws and any rules contradictory to these bylaws are
hereby declared null and void.
Sec. 2. These bylaws shall be brought up to date as
Sec. 3. These bylaws as amended are hereby accepted by electronic and
mailed ballots to the Wisconsin Association for
Environmental Education, Inc. membership as required by this 21st day of December 2013.