BY-LAWS OF THE WISCONSIN TRIBAL CONSERVATION ADVISORY COUNCIL
NAME AND LOCATION
The name of this incorporated, non-profit association shall be the Wisconsin Tribal Conservation Advisory Council hereinafter ("Association"). The principle office of the Association shall be located at the office of the residing President. The Association may from time to time establish such other principle offices as the Association may deem necessary or appropriate.
MEMBERSHIP AND REPRESENTATION
The membership of the Association shall consist of the federally recognized Indian Tribes located within the State of Wisconsin, and shall include the following:
The Bad River Band of Lake Superior Chippewa Indians;
The Forest County Potawatomi Community;
The Lac Courte Oreilles Band of Lake Superior Chippewa Indians;
The Lac Du Flambeau Band of Lake Superior Chippewa Indians;
The Menominee Tribe of Wisconsin;
The Oneida Tribe of Indians of Wisconsin;
The Red Cliff Band of Lake Superior Chippewa Indians;
St. Croix Chippewa Indians of Wisconsin;
Mole Lake Band of Lake Superior Chippewa Indians;
The Stockbridge-Munsee Indian Community; and
The Ho-Chunk Nation.
Each member of the Association shall appoint in writing up to two representatives to serve on the Council of Representatives of the Association. Such people shall represent the member's interests within the Association, shall attend meetings and vote on behalf of the member, and shall serve as a point of contact between the Association and the member. Each member shall grant decision-making authority to its appointees with respect to matters which may come before the Association. In the event that neither of a member’s appointees can attend a meeting of the Association, a person may be temporarily appointed for that meeting as long as this temporary appointee brings a letter to the meeting indicating that they may represent the member at the meeting.
To the fullest extent possible, each member shall keep its citizens abreast of the Association's accomplishments; anticipate and respond to changes in timing, scheduling, workloads, and difficulties which may arise; provide meaningful participation at Association meetings; work cooperatively with other members to ensure the fulfillment of the Association's purposes; establish annual plans in coordination with the Association; and work collaboratively with the Natural Resource Conservation Service and other agencies to achieve common goals.
Membership in the Association may not be transferred or assigned. A member may withdraw from the Association upon submitting written notice to the Association, and the member shall thereafter have no right to participate in the activities of the Association. If a member that has withdrawn from the Association wishes to rejoin the Association they must submit a written request to the Association with a written letter of sponsorship by another member of the Association to be allowed to rejoin the Association.
No member shall be required to or be deemed to have waived its sovereign immunity by virtue of its membership in the Association, and each member of the Association retains its sovereign immunity with respect to the business and affairs of the Association.
PURPOSES AND POWERS
The Association is formed for the exclusive educational, scientific, and charitable purpose of advocating on behalf of tribal governments regarding natural resource issues through, but not limited to the following:
1. To advise and assist each member in the development of a natural resource and conservation plan and budget;
2. To facilitate communication among members to enable each member to better serve its respective Indian Community;
3. To cooperate with tribal governments, intertribal organizations, governmental agencies, private organizations, and others to accomplish common purposes;
4. To develop meaningful relationships with state and federal regulatory bodies and agencies, and to provide timely input in the development of environmental policies which affect Indian communities;
5. To coordinate meaningful government-to-government consultation with the United States Department of Agriculture, the Natural Resources Conservation Service and the State Conservationist;
6. To coordinate with regional and national Tribal Advisory Councils on natural resource plans and budgets for statewide tribal issues;
7. To assess tribal needs and general environmental concerns within the State of Wisconsin; and
8. To secure financial and other resources to accomplish the foregoing purposes and such other related purposes as the Association many from time to time identify.
The Association shall have the authority to undertake any lawful activity in furtherance of the foregoing purposes.
No part of the net earnings of the corporations shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth above. 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
COUNCIL OF REPRESENTATIVES
AUTHORITY AND COMPOSITION The Council of Representatives shall manage the business and affairs of the Association, and shall consist of persons appointed by the members of the Association pursuant to Article II.
ANNUAL MEETING The Council of Representatives shall hold a meeting in the month of October of each year for the purpose of electing from among its members Executive Officers, including President, Vice-President, and Treasurer. The Council of Representatives may at such meeting transact such other business as may be deemed necessary or appropriate.
REGULAR MEETINGS The Council of Representatives may establish a schedule of regular meetings as may be deemed necessary or appropriate.
SPECIAL MEETINGS The President or three members of the Council of Representatives may call special meetings of the Council of Representatives.
QUORUM A majority of the members of the Council of Representatives shall constitute a quorum at meetings of the Council of Representatives. No business may be transacted in the absence of a quorum.
MANNER OF TAKING ACTION The Council of Representatives may act by motion. Any member of the Council of Representatives may offer a motion for consideration by the Council of Representatives. Any other members of the Council of Representatives may second the motion. Each member of the Council of Representatives shall be entitled to one vote on the motion, and a majority vote shall be necessary to pass the motion.
DELEGATION OF AUTHORITY The Council of Representatives may delegate specific authority to the Executive Officers, as the Council of Representatives may deem necessary or appropriate. The Council of Representatives may also establish committees for particular purposes, and assign duties and authority to such committees as the Council of Representatives may deem necessary or appropriate.
TELEPHONIC MEETINGS The Council of Representatives may conduct meetings by telephone conference call.
PRESIDENT The President shall be the principal executive officer of the Association; shall preside over meetings of the Council of Representatives; shall present an annual report to the Council of Representatives regarding the condition and activities of the Association; shall execute all contracts or other instruments on behalf of the Association as directed and authorized through motion by the Council of Representatives; and shall perform such other duties and have such other powers as assigned by the Council of Representatives.
VICE PRESIDENT The Vice President shall function as the secretary for the Association by recording the minutes of all the meetings of the Council of Representatives and shall retain copies of all such minutes at his/her office. The Vice President shall disseminate the minutes to all of the appointees on the Council of Representatives. The Vice President shall, in the absence of the President, perform the duties of the President, and when so acting shall have all the powers, duties and responsibilities of the office of the President. The Vice President shall also perform such other duties and have such other powers as may be assigned by the Council of Representatives.
TREASURER The Treasurer shall make, sign, and endorse, or cause to be made, signed, and endorsed in the name of the Association, all checks, draft notes and other orders for the payment of money as directed and authorized by the Council of Representatives; shall keep accurate books of accounts of all transactions; shall report on the condition of the finances of the Association at least annually and as requested by the Council of Representatives; shall maintain all records and accounting methods of the Association in accordance with applicable law; shall have knowledge of all funds and securities in appropriate accounts; and shall perform such other duties and have such powers as may be assigned by the Council of Representatives. In the absence of the President and the Vice President, the Treasurer shall preside over meetings of the Council of Representatives. In the absence of the President or the Vice President, the Treasurer shall record the minutes of meetings of the Council of Representatives.
TERM OF OFFICE Each Executive Officer shall serve for a term of two years and until a successor is elected. The election of the President shall occur at the annual meeting in even numbered years, while the elections for the Vice President and Treasurer shall occur at the annual meeting in odd numbered years. After the approval of these By-Laws, elections for all executive officers shall immediately occur and then the above schedule of elections shall commence with the elections of the Vice President and Treasurer at the annual meeting in October 2009. If an Executive Officer resigns, an election will be held at the next meeting of the Association no early than 30 days from receipt of such resignation. The person elected to the vacant position will hold the position until the next regularly scheduled elections.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
The Council of Representatives may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association through motion by the Council of Representatives, and such authority may be general of confined to specific instances. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time-to-time to be determined by motion of the Council of Representatives. In the absence of such determination by the Council of Representatives, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Association. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Council of Representatives may select. The Council of Representatives may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
The fiscal year of the Association shall begin on the first day of October and end on the last day of the following September.
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep the minutes of any proceedings of its Council of Representatives and committees thereof having any of the authority of the Council of Representatives. All books and records shall be kept at the principal office of the Association and at the office of the Vice President and Treasurer, and may be inspected by any member, or his/her agent or attorney, for any purposes at any reasonable time.
WAIVER OF NOTICE
Whenever any notice is required to be given under these By-Laws or otherwise, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
INFORMAL ACTION BY ASSOCIATION
Any action required by these By-Laws or by any provision of law to be taken at a meeting, and any action which may be taken at a meeting, may be taken without a meeting if consent in writing setting forth the action to be taken is signed by all members of the Council of Representatives or all the members of a committee thereof entitled to vote with respect to the subject matter. Such consent shall have the same force and effect as a unanimous vote.
APPROVAL OF BY-LAWS
These By-Laws shall be effective upon approval of all of the members of the Association.
These By-Laws may be amended by a majority vote of the Council of Representatives, provided that any proposed amendment must be presented in writing at least 30 days in advance of the meeting at which it is voted upon.
The Association may be dissolved upon passage of a motion calling for dissolution by a two-thirds majority vote of the Council of Representatives, and shall be dissolved upon the withdrawal from the Association of two-thirds of its members.
Upon dissolution of the corporation, the assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a tribal, state, or local government for a public purpose. Any such assets not so disposed shall be disposed by the court of competent jurisdiction of the county in which the principle office of the corporation is located, exclusively for such purpose or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.
CONFLICTS OF INTEREST
Any interested person, director, principal officer, or member of a committee with governing board delegated powers who has a financial interest no matter how insubstantial whether directly or indirectly in the form of ownership of, compensation from, or the investment in any entity with which the Association is contemplating a transaction or arrangement must notify the board that a conflict or potential conflict exists and must abstain from voting on behalf of said transaction and shall not be present when any such vote occurs, unless the board after reviewing all pertinent facts determines that there is no conflict of interest.
Any member of the governing board who receives compensation from the Association for services provided is precluded from providing information relating to the setting of compensation for that member and from voting on matters pertaining to that member’s compensation.
The governing board is authorized to take appropriate corrective and disciplinary measures if after investigation they believe that a member has failed to disclose a conflict of interest.