WFEA Bylaws

These Bylaws for the Wisconsin Foundation for Educational Administration, Inc., a nonstock, nonprofit Wisconsin Corporation organized under Chapter 181 of the Wisconsin statutes, with a principal office located at 4797 Hayes Road, Suite 103, Madison, Wisconsin 53704, were adopted on the 27th day of January, 1983, by the Board of Trustees at the initial meeting held in Stevens Point, Wisconsin.

Section 1 - Name

The name of this corporation is the Wisconsin Foundation for Educational Administration, Inc., hereinafter referred to as the "Foundation".

Section 2 - Purpose

As specified in the Articles of Incorporation, the exclusive purpose for which the Foundation is created is to perform certain functions for, and to assist in carrying out the educational, scientific, and charitable purposes of the Association of Wisconsin School Administrators, Inc. To accomplish this purpose, the Foundation shall:

A. Advance education in the field of educational administration.

B. Develop and improve educational administration inservice education by conducting education conferences, conventions, seminars, and workshops.

C. Engage in research in the field of educational administration and disseminate the results of such research to the public by means of journals and other appropriate publications.

D. Assist appropriate federal, state, and local education and other agencies in training and research programs in the field of educational administration.

E. Assist with identifying candidates for educational administration who have high potential for success.

F. Engage in such other general activities which are supportive of the purely educational, scientific, and charitable purpose of the Association of Wisconsin School Administrators as the Association may direct.

During the formative period of the Foundation, the Board of Trustees shall have the authority to choose activities which are appropriate for the Foundation at the present level of development. Additional activities and projects, falling within the general framework of the purposes articulated in the Articles of Incorporation, shall also be authorized, provided that they are within the restrictions contained in Articles III and VIII of the Articles of Incorporation.

Section 3 - Reports

The Foundation may prepare written reports outlining the activities of the Foundation. The Foundation shall annually prepare a summary of all financial records maintained by the Foundation. These reports shall be sent to the members of the Board of Trustees of the Foundation and to the Board of Directors of the Association of Wisconsin School Administrators, Inc. (AWSA).

Section 4 - Staffing

Thomas D. Beattie, Secretary-Treasurer of the Foundation, shall serve as the Executive Director of the Foundation under the direction and control of the Board of Trustees. The Executive Director shall have the authority to make arrangements with the staff of the Association of Wisconsin School Administrators for any additional services and to pay the Association for these staff services provided that records of the use of these individuals are maintained for inspection.

Section 5 - Principal Office

The principal office of the Foundation is 4797 Hayes Road, Suite 103, Madison, Wisconsin 53704. Upon request by the Board of Directors of the Association of Wisconsin School Administrators, Inc., the Foundation shall pay reasonable charges for the use of furniture and equipment owned or leased by the Association of Wisconsin School Administrators.

Section 6 - Board of Trustees

The composition of the Board of Trustees shall be determined by Article VI of the Articles of Incorporation. The Trustees shall have the exclusive authority to manage the affairs of the Foundation in accordance with the provisions of these Bylaws, the Articles of Incorporation, and the special restrictions that apply to the Foundation as a corporation seeking recognition of tax-exempt status under the Internal Revenue Code of 1986, as amended.

Section 6.1 - Chairperson

The president of the Association of Wisconsin School Administrators, Inc., shall also serve as the chairperson of the Board of Trustees and exercise the powers of the corporate president of the Foundation under chapter 181 of the Wisconsin statutes.

Section 7 - Meetings

1. Frequency - The Board of Trustees shall meet at least once per year to conduct the business of the Foundation. The Executive Director is given the authority to schedule the meetings of the Trustees, provided that at least 24 hours advance notice is given prior to any meeting.

2. Communications Technology - Meetings of the board of directors or committees of the board of directors may be conducted by telephone or other communication technology in accordance with Wis. Stats. 181.24(3) or any successor thereto. If a meeting is to be conducted pursuant to this Section C, all directors shall be informed at the time the meeting is to begin that a meeting is taking place at which official business may be transacted and that a director participating in such meeting is deemed present in person at the meeting. At the beginning of such meeting, and at the time any vote is taken, directors shall first verify their identities and their ability to simultaneously hear each other. Meetings may be held pursuant to this section to vote on any matter which properly comes before the directors pursuant to the bylaws, including meetings called to sell, lease, exchange or otherwise dispose of substantial property or assets of the corporation, to dissolve or act to revoke voluntary dissolution proceedings, or otherwise.

3. Voting by Mail or Fax - Action taken by a mail ballot or by facsimile of members of the board of directors by unanimous consent shall be a valid action of the board and shall be reported at the next regular meeting of the board. A mail ballot shall allow a minimum of ten (10) days response time.

Section 8 - Steering Committee

Between the meetings of the Board of Trustees, the affairs of the Foundation shall be managed by a Steering Committee consisting of the same individuals elected to the Executive Committee of the Association of Wisconsin School Administrators, Inc. The Executive Director of the Foundation shall serve as a non-voting member of the Steering Committee in addition to the Board of Trustees.

Section 9 - Parliamentary Authority

The affairs of the Foundation shall be governed by the provisions of Roberts Rules of Order, Newly Revised.

Section 10 - Amendment

These Bylaws have been adopted by the Board of Trustees. Additional Bylaws may be adopted by the Board of Trustees, provided that any proposed amendments may contain only such provisions as might lawfully have been contained in these original Bylaws. The Executive Director is given the authority to revise these Bylaws and mail copies of the proposed revisions to the members of the Board of Trustees for adoption at any duly called meeting of the Trustees or by a special mail ballot mailed to their address of record.

History

Amendments to Articles 3, 4, 6, and 8 were approved at the September 13-14, 1985, meeting of the Board of Trustees.

Amendments to Articles 4 and 5 were approved at the September, 1988 meeting of the Board of Trustees.

Amendments to Section 7 were approved at the September, 1993 meeting of the Board of Trustees.