Section 1. 

The name of this association shall be the WISCONSIN TAXIDERMIST ASSOCIATION, INC. Hereinafter referred to as the Association or the WTA, Inc.

Section 2 Purpose

The purpose of the WTA, Inc. Is:

1. a) To promote the higher standards in the Art and Science of Taxidermy and to strive to produce high quality of work.

2. b) To educate the general public and foster understanding about the Art of Taxidermy and its importance in preserving natural history for future generations.

3. c) To support the conservation and management of all our natural resources and to assist other conservation-related groups and organizations.

4. d) To foster cooperation and understanding between the members of WTA, Inc., and State and Federal Wildlife Agencies on laws pertaining to taxidermy and to encourage members to obtain the applicable permits from those Authorities.

5. e) To engage in civic, charitable, educational and other activities with groups having similar worthwhile goals.

 

ARTICLE II

MEMBERS

Section 1. Classes of Members:

               There shall be 2 classes of members in the WTA, INC. Regular and Associate.

               Membership shall be from January 1st to December 31st of each year

Section 2. Regular Members

1. A) All Regular Members of the WTA, Inc. shall be persons in good standing with the WTA, Inc.  as determined by the Board of Directors and who are: 

               1) Persons practicing Taxidermy; or

                2) Persons Orientated toward a related field; or

               3) Persons interested in promoting Taxidermy and/or the WTA, Inc. 

 Persons in the above three categories to be Regular Members must have paid to the WTA, Inc. the appropriate yearly dues for the Regular Membership.                                          

1. B) The Board of Directors of the WTA, Inc. shall form a Membership Committee who shall report, update, approve and maintain a Membership list on a yearly basis for all memberships. 

Section 3. Associate Members.

All Associate Members of the WTA, Inc. shall be Persons, Corporations, or other Legal Entities in good standing with the WTA, Inc. As determined by the Board of Directors, who demonstrate a positive interest in Taxidermy and the WTA, Inc. and who have paid the appropriate dues for Associate Membership and shall be non-taxidermist. 

Section 4.  Membership Dues

1. A) Membership dues shall be sent to all members at least once a year to their last known address.

2. B) The Board of Directors shall set membership dues for the following:

1) Family Regular Membership

1. a) Includes Husband/Wife/ Significant Other and children (up to the age of 26 that are still living at home or in college)

  2) Single

3) Business

4) Youth

 5) Honorary

1. a) Any Regular Member who has attained age 65 and has been a Member in good standing for the last 5 years shall owe no dues hereinafter.

2. C) Board of Directors has the right to reject or terminate a membership due to violation of ethics or wrongdoing to the Association.

Section 5

 Rights of Members

1. A) Regular Members

 1) Voting

All Single and Honorary, and Regular Members of the WTA, Inc. shall have the right to cast one (1) vote. Family Membership will have (2) votes and Business Memberships will have a maximum of three (3) votes on all matters concerning the operations of the WTA, Inc. which shall be properly presented for Regular Members consideration at a duly constituted meeting of the WTA, Inc.

2) Offices

1. a) All Regular Members as described in Section 2 and Section 4 may hold an office. To qualify to run or hold office, one must be in good standing for one year immediately preceding the election. Members may only hold one office position at a time, of which being defined as President, Vice-president, Secretary, Budget/ Financial Director, or a Board of Directors.  

                                       

 3) All Regular Members may participate in the WTA, Inc. sponsored competitions.  Receive a newsletter and all other benefits, information and materials established and approved by the Board of Directors of the WTA, Inc. As described in Section 4.

 

1. B)    Associate Members

1) All Associate Members will receive the WTA, Inc. Newsletters and all other benefits, information, and materials established and approved by the Board of Directors of the WTA, Inc.

    2) Notwithstanding

1. a) Associate Members shall not vote at any duly constituted meetings of the WTA Inc.

2. b) Shall NOT hold an office on the Board of Directors of the WTA, Inc.

3. c) Shall NOT participate in WTA, In. Competitions.

ARTICLE III

OFFICERS

Section 1 Officers

The officers of the WTA, Inc. shall consist of the President, Vice President, Secretary and Budget/Financial Director and such additional officers as the WTA Inc regular membership may from time to time deem desirable.

 

Section 2 Election of Officers

The regular members at the winter meeting shall elect the officers of the WTA, Inc. The same person may hold no two offices at the same time.  The term of office shall be for two years, they may not hold office for more than two consecutive terms (four years).  All single, business, family, and honorary regular members may hold office in the WTA, Inc.  Office being defined as Board of Directors or governing offices such as the President and Vice President. This does not include committee members or chairpersons.

1. A) Budget/Financial Director and Secretary will be appointed positions by the president and will be approved by voting members of the board of directors.  Budget/Financial Directors and Secretary Positions will not be subject to any term limitations.  Nor will the two positions have a vote in Board of Director’s proceedings (not elected).

Section 3 Duties of Officers

1. A) President; The President shall be the Chief Executive of the WTA, Inc.  He/she shall preside at all WTA, Inc. meetings and shall perform such other duties as may be specified from time to time by the Regular Members. The President and Financial  Director will rectify hard copies of all financial records provided by financial intuitions at the end of the year and before the Annual Report is published.

2. B) Vice President; The Vice President shall assume the duties of the Presidency in the absence of the President and shall perform such other duties as may be specified from time to time the President or the Regular Members.

3. C) Budget/Financial Director; The Budget/Financial Director shall have custody of the funds of the WTA, Inc.  He/she shall keep accurate records of all receipts and disbursements of the WTA, Inc. in financial books to be maintained for that purpose.  He/she shall deposit all assets in the name and to the credit of the render to the WTA, Inc. such reports as they shall prescribe.  The Budget/Financial Director shall be bonded at the expense of the WTA, Inc for the faithful performance of his/her duties.  All books, records, and vouchers of the WTA, Inc. shall be open to the inspection of any Regular Member.  The Budget/Financial Director shall at least once a year and whenever requested by the WTA, Inc. Board of Directors renders a full and detailed account of all receipts and expenditures and submit a schedule showing the financial status of the WTA, Inc. and any changes if any since the last report. The Budget/Financial Director will follow protocol appointed by the Board of Directors. The President and Financial  Director will rectify hard copies of all financial records provided by financial intuitions at the end of the year and before the Annual Report is published.

4. D) Secretary;  The Secretary shall have custody of all other property and records of the WTA, Inc. except as specified.  He/she shall take accurate minutes of all meetings of the Board of Directors as well as all Regular Membership meetings.  The Secretary shall give notice of each meeting of the Regular Members meetings.  The Secretary shall perform such other duties as may be specified from time to time by the WTA, Inc. and the Board Members.

 

Section 4 Removal

Any Officer of the WTA, Inc. may be removed from office at any time with just cause by a vote two-thirds of the Regular Members present at a meeting.  Regular Members having been notified of such action 30 days in advance of the meeting.  Just cause shall be a failure to fulfill the duties of the office the intentional committing of any harmful, injurious or detrimental act to the WTA, Inc. or the neglecting or refusing to comply with applicable law or these By-Laws.

Section 5 Vacancy

Any vacancy in any office of the WTA, Inc. because of death, resignation, removal, disqualification or otherwise shall be filled for the unexpired portion of the term by a majority vote of the WTA, Inc.’s Regular Members present at a duly constituted meeting.  If such vacancy occurs between meetings, the President or in case the vacancy occurs in the office of the President the Vice President may appoint a successor to serve in such office until the next meeting of the WTA, Inc.  If any officer is absent or unable to perform his/her duties the Board of Directors may delegate his/her powers and duties during this period of such absence or disability to another person.  The appointee shall carry out said powers and duties until the next meeting of the WTA, Inc. Two full terms plus the remaining term may be served by the appointee.

Section 6 Resignation

Any officer may resign his/her office at any time by giving written notice thereof to the Secretary.  The resignation shall become effective upon the date specified therein or if no date is specified upon receipt thereof by the Secretary.  Acceptance shall not be necessary to render the resignation effective.

ARTICLE IV

DIRECTORS

Section 1 Number of Directors

The Board of Directors of the WTA, Inc shall consist of the President, the Vice President, the immediate Past President and six persons from the Regular Membership.  

Section 2 Geographic Location of Directors

The Officers’ immediate past President and two Board Members will not have a geographic location restriction.  However, two Board Members must be from North of U.S. Highway 10 and two Board Members must be from South of U.S. Highway 10

Section 3 Election of Directors

Election of the two (2) officers shall be as stated under Article III, Section 2 of the By-Laws.  The immediate past President automatically assumes his/her position as Director after his/her term as President.  The remaining six (6) Directors shall be elected as follows:

The President and three (3) Directors will be elected in odd-numbered years and the Vice President and three (3) Directors will be elected in even-numbered years.  Directors shall hold office until their successors have been elected and qualified or until death, resignation, removal, or disqualification.  Individuals may not hold any one office for more than two consecutive terms.

Section 4 General Powers

The Board of Directors shall be responsible for the management of property, business, and affairs of the WTA, Inc. in accordance with applicable law, the Articles of Incorporation and these By-Laws, subject to limitations established in these By-Laws.  In addition, the Board of Directors shall have all the powers and duties established under applicable law operations under Chapter 181 of the Wisconsin Statutes as amended including:

1. A) actions upon all applications for membership

2. B) actions upon the removal of Members and determination of good standing

3. C) the establishment of the amount of surety bond and liability insurance which shall be provided for Directors, Officers, and Employees.

4. D) the designation of the one or more depositories to be used by the WTA, Inc.

5. E) the formulation of recommendations to the meetings of the Members regarding matters which in the opinion of the Board shall be decided by the Regular Members 

6. F) the performance of all other duties imposed upon the Board of Directors by the By-Laws and applicable laws

 

1. G) decisions regarding operations and finances with WTA, Inc. business will be voted on approved/disapproved by the Board of Directors.  The Board of Directors will retain authority to take operational and financial issues to the General Membership for an advisory vote.

2. H)  Budget/Financial Director and Secretary, as appointed positions will serve as advisory to the Board of Directors.  In voting situations, only the Directors will have voting authority.  The Vice President will only have a vote to break a tie.  The President will approve/veto the decision.  The Board of Directors can override veto with four votes.

Section 5 Removal

A Member of the Board of Directors may be removed at any time with a just cause in the same manner as prescribed for Officers under Article III Section 4 of the By-Laws.  Just cause shall be defined under Article III Section 4 of the By-Laws.

Section 6 Vacancy

Any vacancy shall be defined as in Article III Section 5 and shall be filled in the same manner as prescribed in Article III Section 5.

Section 7 Resignation

Any resignation is to be performed in the same manner as prescribed under Article III Section 6.

Section 8 Indemnification of Officers and Directors

To the extent permitted by law the WTA, Inc. shall indemnify Directors, Officers, Committee Members, Agents and Employees of the WTA, Inc. and his/her personal  representative against all expenses and liabilities reasonably incurred by him/her in connection with or arising out of any action, suit or proceeding in which he/she may be involved by reason of his/her being or having been a Director, Officer, Committee Member, Agent or Employee of the WTA, Inc. whether or not he/she continues to be a Director, Officer, Committee Member, Agent or Employee to  a matter to which he/she may be adjudicated in any such action, suit or proceeding to have been liable because of willful misconduct in the performance of his/her duties as Director, Officer, Committee Member, Agent or Employee.  In the event a settlement or compromise is effective, indemnification may be had only if the Board of Directors has been furnished with an opinion of their legal counsel for the WTA, Inc. to the effect that such settlement or compromise is in the best of the WTA, Inc. and that such Director, Committee Member, Agent or Employee is not liable for willful misconduct in the performance of his/her duties with respect to such matters.  Upon receipt of this opinion, the majority of the Board of Directors consisting of the Directors who were not parties to such action, suit or proceeding then must approve by resolution such settlement or compromise.  If the Board of Directors shall have adopted a resolution proving such settlement or compromise the foregoing right of indemnification shall not be exclusive of other rights to which any Director, Office, Committee Member, Agent or Employee may be entitled as a matter of law.  Moreover, the WTA, Inc. shall provide insurance liability coverage to protect the WTA, Inc. its Directors, Officers, Committee Members, Agents or Employees arising in any way or as a result of any anticipated or unanticipated occurrence associated with the WTA, Inc.’s related activities and affairs.

ARTICLE V

Meetings

Section 1 Membership and Board of Directors Meetings

The Membership meeting of the WTA, Inc. shall be held at least two times per year, at such place and hour as the Board of Directors shall determine.   The Board of Directors meetings shall be held at minimum two times per year at such place and hours as the Board shall determine.  For all Membership meetings, the Board of Directors through the Secretary shall notify all Regular Members of the meeting at least 30 days prior to the date of the meeting specifying the date, place, hour and the purpose for which it is to convene.

Section 2 Special Meetings

  Special Board of Directors meetings may be called at any time when the President or the majority of the Board of Directors deems appropriate.  The notice shall specify the date, place and hour of the meeting and the purpose for which it is to convene.  The Members of the Board of Directors shall be notified at least 14 days prior to the date of the Special Board of Directors meeting except in special cases that call for immediate action.   Then in those special cases, four members of the Board of Directors must be present at the meeting in order for the Board of Directors to officially act on the business of the WTA, Inc.

 

Section 3 Conducted Meetings

All meetings of the Board of Directors and all membership meetings shall be conducted in accordance with the procedure defined in the most recent edition of Robert’s Rules of Order.  All membership meetings shall be conducted in accordance with an agenda established by the Board of Directors prior to the meeting and distributed at the meeting to the regular members.

Section 4 Action Without Meetings

Any action required to be taken at a meeting or special meeting of members or Board of Directors may be taken without a meeting if consent stating the action so taken shall be authorized by the Board of Directors as the case may be who are entitled to vote with respect thereto.  Verification of consent may be made via telephone, in person, e-mail or other electronic forms of communication to the Secretary.

Section 5 Waiver of Notice by Members.

Whenever any notice is required to be given to any regular member of the WTA, Inc under the provision of these ByLaws under the provision of the Articles of Incorporation or under the provision of any statute a waiver thereof in writing by the regular member entitled to such notice shall be deemed equivalent to the giving of such notice, provided that such waiver shall contain the same information that would have been required to be included in such notice except the time and place of the meeting.

Section 6 Pecuniary Interest

No Board of Director, Officer, Committee Member, Agent or Employee of the WTA, Inc. shall in any way or any matter directly or indirectly participate in the deliberation upon or the determination of any question affecting the person’s pecuniary interest or the pecuniary interest of any corporation, partnership, or association which the person indirectly or indirectly interested.  In the event of disqualification of any Board of Directors respecting any manner presented to the Board of Directors for deliberation or determination, such Board of Directors shall withdraw from the deliberation or determination.  If a Board of Director withdraws from any deliberation or determination the remaining qualified Board of Directors present at a meeting may exercise all of the powers of the Board of Directors provided the number of the Board of Directors present including the disqualified Board of Director constitutes a majority with the remaining Directors present.

 Section 7 Quorum

Ten percent (10%) of the regular membership shall constitute a quorum at a meeting.  If less than a quorum is present at a meeting the regular members present by a majority vote may adjourn the meeting for time to time without further notice.  At such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally notified.  Four (4) members of the Directors plus one (1) of the Officers shall constitute a quorum at a meeting of the Board of Directors.  If less than a quorum is present at a meeting the Board present by majority vote may adjourn the meeting from time to time without further notice.  At such an adjourned meeting at which the quorum shall be present any business may be transacted which might have been transacted at the meeting as originally notified.

ARTICLE VI

DISSOLUTION

Section 1 Resolution to Dissolve

A resolution to dissolve the WTA, Inc. and wind up its affairs shall be initiated by resolution of the Board of Directors recommending such dissolution and shall be submitted to a vote of the regular members in accordance with Article V, Section 2, Section 3 and the applicable law under Chapter 181 WI Stats.  A resolution to dissolve the corporation shall be adopted upon receiving four (4) of the vote entitled to be cast by regular members present.

Section 2 Action upon Adoption of Resolution of Dissolve

Upon adoption of such resolution the WTA, Inc. shall cease to conduct its business except in actions necessary for the termination thereof.  It shall immediately cause a notice of proposed dissolution to be mailed to each of its known creditors.  After the payment or provision for payment of all of its liabilities, all the assets of the WTA, Inc. shall be transferred to such other organization or organizations organized and operated exclusively for purposes consistent with the purpose of the WTA, Inc. as then designated by the Board of Directors of the WTA, Inc.  The Articles of dissolution shall be filed pursuant to Chapter 181 WI Stats with the Secretary of State.

ARTICLE VII

AMENDMENTS

These Bylaws may be amended by a majority vote of the regular members of the WTA, Inc. present at a meeting after all regular members have been notified at least 30 days in advance of the meeting provided that the substance of the amendment has been stated in the notice of such meeting or in a duly completed waiver of notice thereof and adopted by a majority of the regular membership.

The Articles of Incorporation may be amended by at least a two-thirds (2/3) vote of the regular members of the WTA, Inc present at a meeting after all regular members have been notified b mail at least 30 days in advance of the meeting provided that the substance of the amendment has been stated in the notice of such meeting or in a duly completed waiver of notice thereof and adopted by a majority of the regular membership.  The Articles of Amendment shall be filed pursuant to Chapter 181 WI Stats with the Secretary of State

1. Amendment to Section 3(b) Article II Associate Members.  Associate Members of the WTA, Inc shall be non-taxidermists.

2. Amendment to Section 4, Article II Membership Dues. Dues are for the membership year, which is from January 1st to December 31st. 

3. Amendment to Section 6(a) of Article II. Rights to Members.  To qualify to run for or hold office one must be a member in good standing for one year immediately preceding the election.

4. Amendment to Section 6(a)(2) of Article II Rights of Members Section 1 Article III Officers and Section 2 Article IV Directors.  Individuals may not hold any one office for more than two consecutive terms.

5. Amendment to Section 3 Article IV Election of Directors.  Individuals may not hold any one office for more than two consecutive terms.

6. Section 2 Purpose (August 3, 1991).

7. Remains the same.

8. To educate the general public and foster understanding about the Art of Taxidermy and its importance in preserving natural history for future generations.

9. To support the conservation and management of all our natural resources and to assist other conservation-related groups and organizations.

10. (Former C&D) To foster cooperation and understanding between the members of WTA Inc., state and federal wildlife agencies on laws pertaining to taxidermy and to encourage members to obtain the applicable permits from those authorities.

11. To engage in civic charitable educational and other activities with groups having similar worthwhile goals.

 

1. Article III, Section 2 To Change Meeting.   Change the “January meeting” to “winter meeting” (August 3, 1991).

2. Article V, Section 7 To change the Definition of quorum.  A quorum at a meeting of the membership from 50 members to 10% of the regular membership. (February 26, 1995)

3. Article II Section 4 Any Regular Member.  Any regular member who has attained age 65 shall owe no dues, and also who has been a member-in-good-standing in each of the past 5 consecutive years. Such members will be known as Honorary members (In effect April 28, 1984: added to bylaws February 26, 1995)

4. Article V Section I. To change “three” to “two” meetings a year (July 31, 1998)

5. Article III Section 2 A. Election of Officers. Remove Secretary and Financial Director from elected officers to Board of Directors appointees with no term limits and will not have any voting rights on the Board.

6. Article IV, Section 4 (G).   Decisions regarding operational and financial decisions will be the sole responsibility of the Board of Directors, Vice-President will break any ties. President will approve. Four (4) Director votes will over-ride any Presidential veto.