ARTICLE I. NAME OF ORGANIZATION
ARTICLE II. NOT-FOR-PROFIT CORPORATION
ARTICLE III. PURPOSES OF ORGANIZATION
ARTICLE IV. DURATION.
ARTICLE V. ADDRESS.
ARTICLE VI. MEMBERSHIP.
ARTICLE VII. BOARD OF DIRECTORS.
ARTICLE VIII. MEETINGS OF THE BOARD.
ARTICLE IX. OFFICERS.
ARTICLE X. MEETINGS, NOTICES, QUORUM.
ARTICLE XI. COMMITTEES.
ARTICLE XII. DIRECTORS; FILLING OF VACANCIES.
ARTICLE XIII. FISCAL YEAR.
ARTICLE XIV. NONDISCRIMINATION.
ARTICLE XV. AMENDMENTS OF BYLAWS.
NAME OF ORGANIZATION
The name of this Organization shall be United for Diversity previously referred to as “Peacefest.”
1. United for Diversity is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law, and will be operated, exclusively for charitable, and educational purposes within the meaning of sec. 501(c)(3) of the Internal Revenue Code.
2. No part of United for Diversity funds shall inure to the benefit of or be distributable to its Directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives of this organization. No substantial part of the activities of the organization shall be carrying on of political activity or otherwise attempting to influence legislation, and United for Diversity shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
3. Notwithstanding any other provision of these by-laws, United for Diversity shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from tax under Section 501(c)(3).
4. United for Diversity will engage only in activities conducive to furthering the purposes and goals of United for Diversity, providing that such activities may be lawfully carried on by an organization exempt from federal income tax under sections 501(c)(3).
5. Any property owned by United for Diversity is irrevocably dedicated to charitable purposes and upon dedication, dissolution or abandonment of United for Diversity, after providing for the debts and obligations thereof, the remaining assets will not be used to the benefit of any office holder, director or member, but will be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and is established as tax-exempt status under section 501(c)(3).
PURPOSES OF ORGANIZATION
1. The purposes of United for Diversity shall be to:
A. Promote and assist to carry out activities that help to promote relations and respect between all the people in the Fond du Lac area; and move beyond simple tolerance to embracing and celebrating the rich dimensions of diversity contained in each individual.
B. Promote the continuing education of its members and the general public by sponsoring and, or supporting public activities (workshops, speakers) and other exchanges of information and materials that are helpful in building better relations and understanding of our diverse community.
The period during which United for Diversity is to continue as a corporation is perpetual.
The mailing address for United for Diversity will be determined by the Board of Directors.
1. Membership in United for Diversity is open to any person who supports the purposes of United for Diversity, and who complies with the provisions stated herein and as amended from time to time as provided in these articles.
2. Voting members shall be composed of those members who have paid required membership dues and fees.
3. Annual dues for membership in United for Diversity shall be determined by the Board of Directors, and ratified by member vote.
4. The membership year shall be from January 1 through December 31, and payable at any time.
BOARD OF DIRECTORS.
1. The affairs of United for Diversity shall be under the control of a Board of Directors consisting of at least six (6) and not to exceed ten (10) persons, all of whom shall be active, voting members of United for Diversity.
2. Eligible voting members shall elect the directors for two (2) year terms. There are no term limits, and a director may serve indefinitely on the board.
3. The duties of the Board of Directors shall be to establish the general policies and manage the business and affairs of United for Diversity.
4. Board members are expected to attend regularly scheduled meetings. If a Board member is unable to attend a meeting, he or she shall inform the President. Three (3) consecutive unexcused absences will result in dismissal from the Board.
MEETINGS OF THE BOARD.
1. Meetings of the Board of Directors of United for Diversity shall be determined by the Board, with notice being given to the membership and the public.
1. Officers shall be elected from the Board of Directors and consist of a President, Vice President, Secretary and Treasurer They will hold office for two years. with the President and Secretary being elected in odd numbered years, the Vice President and the Treasurer being elected in even numbered years.
2. The President, or in his/her absence, the Vice President shall preside at all meetings of members and of the Board of Directors and shall perform the duties of a presiding officer.
3. The Secretary shall attend all meetings of the Board of Directors and all annual and special meetings of members and shall act as clerk of each meeting, recording all votes and the minutes of all proceedings. The Secretary shall have custody of the original copy of the bylaws and all amendments thereof.
4. The Treasurer shall have custody of all the funds and securities of United for Diversity and shall keep full accurate accounts of receipts and disbursements in books belonging to United for Diversity and shall deposit all money and other valuables in the name and to the credit of United for Diversity in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds as may be ordered by the Board of Directors at the regular meetings of the board, or whenever they may require it, and account of all transactions and all financial holdings.
5. The President and the Vice President can serve a maximum of two consecutive two-year terms. The Secretary and the Treasurer may be re-elected indefinitely in order to keep continuity.
6. One board member will be designated by other board members to organize elections and count ballots. Nominations will be solicited from general membership for membership to the Board of Directors and officers. Nominations must have the prior approval of the nominee.
MEETINGS, NOTICES, QUORUM.
1. The annual meeting of the members of United for Diversity shall be held in February of each year, at such place and on such day and hour as the Board of Directors determine, with at least ten (10) days’ notice to the membership
2. Special meetings of the members for any purpose or purposes may be called pursuant to a resolution of the Board of Directors, and shall be called by the President or the Secretary at the request in writing of one-third of the directors, or at the written request of one third of the members. Such request shall in any case state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the notice and matters related thereto.
3. Notice of any meeting of the members, annual or special, stating the time, date and place where it is to be held shall be served personally, by U.S. mail or by electronic notification to each member entitled to vote at such meeting, not less than 10 days before the meeting.
4. The presence in person of an adequate number of members entitled to vote, as determined by the Board of Directors in attendance, shall constitute a quorum at all meetings of members for the election of directors or for the transaction of any other business . If such number of members shall not be so present in person, those present shall have the power to adjourn the meeting from time to time, without notice other than announcement of the meeting until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting as originally notified.
1. The Board of Directors may establish any standing or special committees, as it deems appropriate, with governing rules, such as committee composition, duration, reporting requirements, etc. All acts of any such committees shall be subject to prior approval of the Board of Directots.
DIRECTORS; FILLING OF VACANCIES.
1. All vacancies of the Board of Directors, including officers, whether caused by failure to elect, resignation, dismissal, death or otherwise, may be filled by the remaining directors, even though less than a quorum, at any stated or special Board meeting, or by the members of any regular or special membership meeting. Such board members and/or officers so elected to fill vacancies shall serve until the next annual meeting of members and until their successors are elected and qualify.
The fiscal year of United for Diversity shall be the calendar year.
The members, officers, directors, committee members and persons served by United for Diversity shall be elected entirely on a nondiscriminatory basis with respect to age, race, religion, sex, sexual orientation, and national origin.
1. These by-laws of United for Diversity may be altered, amended or repealed by the members by a majority vote at any annual or special meeting called for that purpose.
2. The Board of Directors shall have the power to alter, amend or repeal by-laws of this corporation by a two-thirds vote of the entire board at any regular or special Board meeting where notice of such proposed action has been announced in the notice of such meetings.
3. Any amendments, alterations, changes, additions or deletions from these by-laws, whether made by the members of the Board of Directors, shall be consistent with the laws of the State of Wisconsin.
The initial By-Laws were adopted 9/19/2001.
Amendments to the By-Laws, referred to as Revision A, were duly adopted by the Board of Directors at a meeting on December 19, 2012.