Revision 2021

Approved Feb. 15, 2021

BYLAWS

OF

PLATTEVILLE COMMUNITY ARBORETUM, INC.

 

ARTICLE I

Name

 

The name of this organization is Platteville Community Arboretum, Inc., hereinafter referred to as "Platteville Community Arboretum, Inc." 

 

ARTICLE II

Purposes

 

The Corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 50 1 (c)(3) of the Internal Revenue Code. 

 

ARTICLE III

Inurement of Income

 

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered. 

 

ARTICLE IV

Legislative or Political Activities

 

No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 

 

ARTICLE V

Operations Limitations

 

Notwithstanding any other provisions of these articles, the Corporation shall not carryon any other activities not permitted to be carried on (a) by a Corporation exempt from Federal Income Tax under section 50 1(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a Corporation, contributions, to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). 

 

ARTICLE VI

Dissolution Clause

 

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 50 1 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

 

ARTICLE VII

Offices

 

Section 1. Principal Office. The principal office the Platteville Community Arboretum, Inc. shall be the following: 

 

P.O. Box 302, Wisconsin 53818 

 

The Platteville Community Arboretum, Inc. may have such other offices as the Board of Directors may designate or as the business of Platteville Community Arboretum, Inc. may require from time to time. 

 

Section 2. Registered Office. The registered office of Platteville Community Arboretum, Inc. may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of Platteville Community Arboretum, Inc. be identical to such registered office. 

 

ARTICLE VIII

Membership

 

To the extent not already provided for in the articles or these bylaws, the Board of Directors of the Platteville Community Arboretum, Inc. shall establish by resolution the membership qualifications and categories. 

 

ARTICLE IX

Organization of Board of Directors

 

Section 1: Composition: The number of Directors comprising the Board of Directors shall be Fourteen (14) of which includes the Program Coordinator as a non-voting member.  The number of Directors comprising the Board may change from time to time within the limits fixed by the Articles of Incorporation, however, the number of voting directors comprising the Board shall always be an odd, not even number. No Director shall receive any compensation for serving on the board. 
 

Section 2. Term of Office: The Board of Directors shall serve a three (3) year term of office except as otherwise provided herein. However, in order to allow for staggering of terms and with the objective being, insofar as practical, to approximate having one-third (1/3) of the directors replaced at any one time, the initial board shall be comprised of four (4) directors having an initial term of two (2) years, an additional three (3) directors having an initial term of three (3) years, and three (3) directors having an initial term of four (4) years. The initial Board of Directors shall decide which seats shall have the foregoing designation. The Program Coordinator shall have a term throughout his/her employment. There are no term limits for director positions.

 

Section 3. Removal: Any director may be removed without cause, by a two-third (2/3) vote at a regular or special meeting of the board, providing that notice of the intent to call for such a vote, naming the Director, is given at least seventy-two (72) hours prior to the meeting. See also Article X Section 4. Meeting Attendance.

 

Section 4. Enumerated Powers: In managing the affairs of Platteville Community Arboretum, Inc., the board shall specifically have, but not be limited to the power; 

 

A. Adopt standing rules. 

 

B. Employ individuals. 

 

C. Procure and maintain liability insurance to protect its members in the performance of their duties, and hazard insurance to protect Platteville Community Arboretum, Inc. property. 

 

D. Procure and maintain bonds for persons having custody of funds. 

 

E. Authorize disbursement of funds. 

​

ARTICLE X

Meetings

 

Section 1. The Board of Directors shall hold no less than four (4) regular meetings in a 12 month period. All regular meetings shall be set by the Board with notice thereof given in accordance with these Bylaws and as required by law. Annual meetings of the general memberships will be set by the Board with notice thereof given in accordance with these Bylaws and as required by law.

 

Section 2. Special Meetings: Special meetings of the Board of Directors may be called by the President with at least twenty-four (24) hours notice, or by any three (3) Board members with at least five (5) days written or email notice. Such notice by the President or at least three board members shall include a statement of the purpose of the meeting as well as the date, time and location of the special meeting. 

 

Section 3. Quorum: A quorum shall be majority of the number of members of the Board of Directors, excluding vacancies; provided, however, a quorum shall never be less than one-third (1/3) of the total number of directors allowed by these Bylaws.  When necessary, the President may use email/digital communication to present motions to the Board of Directors outside of regular meetings.  Votes outside of regular meetings from Directors may be made via email/digital communication to the President.  Quorum protocols will apply to all voting situations.

 

Section 4. Meeting Attendance: Directors should attempt to regularly attend all meetings. Should a Director miss two (2) consecutive meetings without notification or explanation he/she shall be contacted by the President or his/her appointee regarding his/her desire to continue the directorship. Notification or explanation should be made to the President or Secretary. Should a Director miss three (3) consecutive meetings without notification or explanation he/she shall forfeit their position on the Board of Directors.  The Board of Directors may then appoint by consensus a new member to the Board to fill the vacancy.  The new appointee would assume the duties and term of the Director position they are fulfilling.
 

ARTICLE XI

Officers and Duties

 

Section 1. Officers: The officers of Platteville Community Arboretum, Inc, who shall be Directors, shall be a President of the Board, Vice President, Secretary, and Treasurer, and such other officers as the board may elect from time to time to carry out the affairs of Platteville Community Arboretum, Inc. 

 

Section 2. Term: A term of officer shall be for two years and shall begin immediately following the first regular Board meeting of the calendar year during which officers are elected or reappointed. There are no limits on the number of terms an officer may serve.

 

Section 3. Vacancies: A vacancy shall be filled by a vote of the Board from a slate of nominees presented by members of the Board. The initial elective shall serve for the remainder of the term of the director he or she replaces and that name shall be placed in nomination with the consent of the nominee. 

 

Section 4. Duties and Powers: The officers shall perform the duties and exercise the powers prescribed by the Articles of Incorporation, these By-Laws, the parliamentary authority adopted herein and those assigned by the Board or which normally pertain to the office. These duties and powers shall include but not be limited to the following: 

 

A. The President shall: 

1. Be the principal officer of Platteville Community Arboretum, Inc. 

2. Preside at all meetings of the Board of Directors and the Executive Committee. 

3. Be authorized to sign all promissory notes and contracts.

4. Appoint standing committee chairpersons and members, except for the nominating committee, and create special Committees and appoint chairperson and members hereof as the need arises. 

5. Serve on Executive Committee. 

6. Be authorized to sign checks of $500 or less. 

 

B. The Vice President shall: 

1. Assume such duties as may be assigned by the President, the Board of Directors or the Executive Committee. 

2. In the absence of the President, preside at all Board of Directors and Executive Committee meetings. 

3. In the absence of the President, create special committees and appoint chairpersons and members thereof as the need arises, fill vacancies on standing committees except for the nominating committee. 

4. Be authorized to sign all promissory notes and contracts. 

5. Be authorized to sign checks of $500 or less, in absence of President. 

6. Serve on Executive Committee. 

 

C. The Secretary shall: 

1. Request agenda items prior to Board of Directors meetings.

2. Provide each member of the Board with an initial agenda for each Board of Directors meeting.

3. Record the proceedings of all meetings of the Board. 

4. Provide each member of the Board with a copy of the minutes of each Board of Directors meeting. 

5. Assume such duties as may be assigned by the President, Board of Directors, or the Executive Committee. 

6. Be authorized to sign checks of $500 or less, in absence of President. 

7. Serve on Executive Committee. 

 

D. The Treasurer shall: 

1. Be custodian of all funds. 

2. Make financial report at each meeting of the Board of Directors, including a final report at end of fiscal year. 

3. Arrange for the disbursement of rewards to individuals as authorized by the Board of Directors, after reasonably satisfying himself/herself as to the identity of the recipient. 

4. Ensure all taxes are paid and filed.

5. Be authorized to sign checks $500 or less.

6. Serve on Executive Committee. 

 

ARTICLE XII

Committees

 

Section 1. Standing Committees: At the discretion of the Board of Directors, there shall be standing committees and each such committee shall require at least one board member as a committee member. 

 

Section 2. Special Committees: Special Committees may be created by the President of the Board of Directors.  Members of Special Committees shall be members of the Platteville Community Arboretum, Inc., but need not be members of the Board of Directors. 

 

Section 3. Executive Committee: There shall be an Executive Committee composed of the officers of the Board of Directors, recent Past-President, and Program Coordinator. 

 

Section 4. Nominating Committee 

 

A. Membership: The Board of Directors shall act as the nominating committee. 

 

B. Duties: The nominating committee shall continually screen and consider the qualification of potential candidates for members of the Board and Officers of Platteville Community Arboretum, Inc. They shall, from time to time throughout the year, submit to the members of the Board, for their comment, the names of persons recommended for membership. Each year all members will be notified of the opportunity to serve on the Board. The Committee shall carry out the responsibilities assigned to it under Article XIII, Appointments, Nominations, and Elections. 

​

ARTICLE XIII

Appointments, Nominations, and Elections

 

Section 1. Directors: Directors reaching the end of their 3-year term at the end of a calendar year, should state their intention for reappointment to a consecutive 3-year term by (or during) the last Board meeting of that year.  Reappointment of a Director to a consecutive term will be automatic if formal expression of term-renewal is made to the Board of Directors.  In the event that formal term-renewals do not occur with the first 2 Board meetings of the calendar year, the relevant Directors will be automatically reappointed to a consecutive term. 

In the event that a Director declines reappointment at the end of their current term, the Nominating Committee shall distribute to the Board of Directors, a proposed single slate of consenting candidates for the Director position(s) to be filled. The proposed candidate slate shall be presented at least one regular Board meeting prior to a meeting at which a potential Board member is to be elected. The Board of Directors will vote on the candidates at a regular Board meeting.  Any vacated Director position will remain open until a formal replacement is provided by the Board of Directors.

​

Section 2. Officers: The Board shall either reappoint or elect the officers during the first regular Board meeting of the calendar year. All Board members are able to express interest in an officer position during this time. In the event that formal reappointments or elections do not occur with the first 3 Board meetings of the calendar year, the officers from the previous calendar year will be automatically reappointed to their positions. 

 

Section 3. Vacancies: If Director or officer, vacancies occur, beyond those described previously in the Bylaws, they shall be filled at any time during the year at the discretion and approval of the Board of Directors.  If the President's officer position should become open during the term, then the Vice President will be appointed interim-president until a new president is appointed or elected. 
 

ARTICLE XIV

Contributions and Depositories

 

Section 1. Contributions: Any contributions, bequests or gifts made to Platteville Community Arboretum, Inc. shall be accepted or collected and deposited only in such manner as shall be designated by the Board of Directors.

 

A. The Board reserves the right to accept or reject any inscriptions (quotes/sayings) associated with donations.  Any approved quotes or sayings will include credit to the donor, and not to PCA. The Board reserves the right to review inscriptions at any time.

 

Section 2. Depositories: The Board of Directors shall determine what depositories shall be used by Platteville Community Arboretum, Inc. so long as such depositories are located within the State, are authorized to transact business by the State of Wisconsin and are federally insured. All checks and orders for the payment of money from said depositories in excess of $500 shall require the approval of the Board of Directors. 

 

ARTICLE XV

Contracts and Evidence of Debt

 

All contracts and evidences of debt may be executed only as directed by the Board of Directors. Members of Executive Committee shall execute, in the name of Platteville Community Arboretum, Inc. all contract or other instruments so authorized by the Board of Directors. 

 

ARTICLE XVI

Fiscal Year

 

Platteville Community Arboretum, Inc. shall operate on a fiscal year beginning January 1 and ending December 31.

 

ARTICLE XVII

Parliamentary Authority

 

Robert's Rules of Order, newly revised, shall be the parliamentary authority for all matters or procedures not specifically covered by the Articles of Incorporation, these Bylaws or by special rules of procedure adopted by the Board of Directors. 

 

ARTICLE XVIII

Amendments

 

These Bylaws can be amended by a two thirds (2/3) majority vote of the Board of Directors at any regular meeting provided that the amendment has been submitted to the Board at the previous regular meeting. 
 

We hereby certify that the foregoing Bylaws, as amended, were adopted by voting members of the Board of Directors of the Platteville Community Arboretum, Inc. 

on the 17th day of August, 2020.
 

Board of Director members that signed this:

Shannon Baxter

Bob Digman

Robin Fatzinger

Dan Flesch

Bob Hundhausen

Joe Jacquinot

Dianne Jentz

Brian Laufenberg

Luke Peters

Mike Penn

Julie Pluemer

Gene Weber

Kristopher Wright

​