CVBA Bylaws

 Article I: General 

Section 1: Name 

This organization is incorporated under the laws of the state of Wisconsin and shall be known as the Coon Valley Business Association, Inc. 

Section 2: Purposes 

The Coon Valley Business Association is organized to advance the general welfare and the prosperity of the Coon Creek area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the area. 

Section 3: Area 

The Coon Creek area or Coon Creek economic region shall include the communities of Coon Valley, Chaseburg and the surrounding townships. 

Section 4: Limitation of Methods 

The Coon Valley Business Association shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code. 

Article II: Membership

Section 1: Eligibility 

Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible for membership. 

Section 2: Election 

Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Election of members shall be by the board of directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Section3 of Article II. 

Section 3: Membership Dues 

Membership dues shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance. 

Section 4: Termination 

(1) Any member may resign from the association upon written request to the board of directors; (2) any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (3) and any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute for the association, after notice and opportunity for a hearing are afforded the member complained against. 

Section 5: Voting 

In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 vote. 

Section 6: Exercise of Privileges 

Any firm, association, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice. 

Section 7: Orientation 

At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new officers and directors and current officers and directors, committee chair, committees, and new members. A detailed outline for each of these groups shall be a part of the organization’s procedures manual or orientation handbook. 

Section 8: Honorary Membership 

Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote and shall be exempt from payment of dues. The board of directors shall confer or revoke honorary membership by a majority vote. 

Article III: Meetings

Section 1: Annual Meeting 

The annual meeting of the corporation, in compliance with state law, shall be held during February of each year. The time and place shall be fixed by the board of directors and notice thereof mailed to each member at least 10 days before said meeting. 

Section 2: Additional Meetings 

General meetings of the association may be called by the chair of the board at any time, or upon petition in writing of any 3 members in good standing: notice of special meetings shall be mailed to each member at least 5 days prior to such meetings; board meetings may be called by the chair of the board or by the board of directors upon written application of 3 members of the board. Notice, including the purpose of the meetings, shall be given to each director at least 1 day prior to said meeting; committee meetings may be called at any time by the chair of the board chair, or by the committee’s chair. 

Section 3: Quorums 

At any duly called general meeting of the association, 5 members shall constitute a quorum; at a board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum. 

Section 4: Notices, Agendas, and Minutes 

Written notice of all association meetings must be given at least 1 day in advance, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of the organization’s procedures manual. 

Section 5: Regular Meetings 

The association shall hold regular meetings of its members on the first Monday of each month at the corporation’s principal office. 

Article IV: Board of Directors 

Section 1: Composition of the Board 

The board of directors shall be composed of 5 members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. The incoming chair of the board may appoint, subject to the approval of the board from 3 to 6 members to the board to serve one-year terms. The past chair and the president shall serve as members of the board. 

The government and policy-making responsibilities of the association shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs. 

Section 2: Selection and Election of Directors 

1. Nominating committee. At the regular board November meeting, the chair of the board shall appoint, subject to approval of the board of directors, a nominating committee of 3 members of the association. The chair of the board shall designate the chair of the committee. Prior to December 15, the Nominating Committee shall present to the president a slate of candidates to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive 3 year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored. 
2. Public Notice of Nominations. Upon receipt of the Nominating committee’s report, the president shall immediately notify the membership by mail of the names of persons nominated as candidates for directors and the right to nominate from the floor. 
3. Nominations from the Floor. Additional names of candidates for directors may be nominated from the floor by members in good standing. 
4. Determination. If there are no nominations from the floor, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the board of directors at their January regular meeting. If nominations from the floor shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for candidates according to the number of vacancies on the board only.. Members present at the January board meeting shall vote for candidates. The board of directors shall at its regular January board meeting declare the candidates with the greatest number of votes elected. 
5. Judges. The chair of the board shall appoint, subject to the approval of the board of directors, at least 3, but not more than 5, judges who are not members of the board of directors or candidates for election. One will be designated chair. Such judges shall have complete supervision of the election, including auditing the ballots. They shall report the results of the election to the board of directors. 

Section 3: Seating New Directors 

All newly elected and appointed board members shall be seated at the regular February board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year. 

Section 4: Vacancies 

A member of the board of directors who shall be absent from 3 consecutive regular meetings of the board of directors shall automatically be dropped from membership on the board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the board, or among the officers, shall be filled by the board by a majority vote. 

Section 5: Policy (statement of position on issues) 

The board of directors is responsible for establishing procedure and formulating policy for the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual to be reviewed annually and revised as necessary. 

Section 6: Indemnification 

The association may, by resolution of the board of directors, provide for indemnification by the association of any and all current or former officers and directors, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been officers, and directors, of the association, except in relation to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. 

Article V: Officers 

Section 1: Determination of Officers 

The board of directors (new and retiring) at its regular February meeting shall reorganize for the coming year. The Nominating Committee for directors shall also nominate officers each year. At this meeting, the board shall elect the chair of the board, chair-elect, president, secretary and the treasurer. Officers will be elected from members of the new board. All officers shall take office on the first day of February and serve for a term of 1 year or until their successors assume the duties of office. They shall be voting members of the board of directors. 

Section 2: Duties of Officers 

1. Chair of the Board. The chair shall serve as the chief elected officer of the association and shall preside at all meetings of the membership, board of directors, and Executive Committee. The chair of the board shall, with advice and counsel of the officers, determine all committees, select all committee chairs, assist in the selection of committee personnel, subject to approval of the board of directors. 
2. Chair-Elect. The chair-elect shall exercise the powers and authority and perform the duties of the chair in the absence or disability of the chair. The chair-elect shall also serve as head of the Program of Work Committee of the association. As such, the chair-elect and the committee will be responsible for determining that the program activities of the association are of such duration as is required, at all times being alert to ensure that the activities of the association are directed toward achieving business and community needs in the area served by the association. 
3. Secretary. The duties of the secretary shall be such as the title by general usage would indicate, and such as required by law, as well as those that may be assigned by the chair and board of directors. The secretary will also have under immediate jurisdiction all committees pertaining to the secretary’s general duties. 
4. Treasurer. The treasurer shall be responsible for the safeguarding of all funds received by the association and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the board of directors. Checks are to be signed by the treasurer or other officer. The treasurer shall cause a monthly financial report to be made to the board. 
5. President. The president shall be the chief administrative and executive officer. The president shall serve as secretary to the board of directors and prepare notices, agendas, and minutes of board meetings. The president shall serve as adviser to the chair of the board and Program of Work Committee on program planning and shall assemble information and data and prepare special reports as directed by the program of the association. The president shall be a member of the board of directors, the Executive committee, and all other committees. With assistance of the chair-elect, the president shall be responsible for administration of the program of work in accordance with the policies and regulations of the board of directors. With the cooperation of the Program of Work Committee and the Budget Committee, the president shall be responsible for the preparation of an operating budget covering all activities of the association subject to approval of the board of directors. The president shall also be responsible for all expenditures with approved budget allocations. 

Section 3: Executive Committee 

The Executive Committee shall act for and on behalf of the board of directors when the board is not in session and shall be accountable to the board for its actions. It shall be composed of the chair of the board, past chair, chair-elect, secretary, treasurer, and the president. The chair of the board will serve as the chair of the Executive Committee. 

Section 4: Indemnification 

The association may, by resolution of the board of directors, provide for indemnification by the association of any of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws. 

Article VI: Committees and Divisions 

Section 1: Appointment and Authority 

The chair of the board, by and with the approval of the board of directors, shall appoint all committees and committee chairs. The chair of the board may appoint such ad hoc committees and their chair as deemed necessary to carry out the program of the association. Committee appointments shall be at the will and pleasure of the chair of the board and shall serve concurrently with the term of the appointing chair of the board, unless a different term is approved by the board of directors. 

It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the board of directors, and carry out such activities as may be delegated to them by the board. 

Section 2: Limitation of Authority 

No action by any member, committee, division, director, or officer shall be binding upon, or constitute an expression of, the policy of the association until it has been approved or ratified by the board of directors. 

Committees shall be discharged by the chair of the board when their work has been completed and their reports accepted, or when, in the opinion of the board of directors, it is deemed wise to discontinue the committees. 

Section 3: Testimony 

Once committee action has been approved by the board of directors, it shall be incumbent upon the chair or, in their absence the individuals they designate as being familiar enough with the issue to give testimony or, make presentations before civic and governmental agencies. 

Section 4: Division 

The board of directors may create such divisions, bureaus, departments, councils, or subsidiary corporations, it deems advisable to handle the work of the association. 

The board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the association unless approved by the board of directors. 

Article VII: Finances 

Section 1: Funds 

All money paid to the association shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account. 

Section 2: Disbursements 

Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be by check. 

Section 3: Fiscal Year 

The fiscal year of the association shall close on December 31. 

Section 5: Annual Financial Report 

A financial report shall be prepared annually as of the close of business on December 31 by the president or treasurer pursuant to Wis. Stat. §181.1620 (2). The annual financial report shall at all times be available to members of the organization within the offices of the association. 

Section 6: Bonding 

The president and such of other officers and staff as the board of directors may designate may be bonded by a sufficient fidelity bond in the amount set by the board and paid for by the association. 

Article VIII: Dissolution 

Section 1: Procedure 

The association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the members of the association. On dissolution of the association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the board of directors as defined in IRS Section 501(c)(3). 

Article IX Parliamentary Procedure 

Section 1: Parliamentary Authority 

The current edition of Robert’s Rules of Order shall be the final source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the association. 

Article X: Amendments

Section 1: Revisions 

These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the board or the members in writing at least 10 days in advance of the meeting at which they are to be acted upon. 

Adopted: July 1, 2019