Bylaws

WISCONSIN FREEDOM OF INFORMATION COUNCIL, INC.

ARTICLE 1

PURPOSE

The purpose of the Wisconsin Freedom of Information Council, Inc. (the “Council”) is to safeguard the right of the public to the information it must have to act responsibly in a free and democratic society. A primary goal of the Council shall be to educate Wisconsin citizens that:

• the protection afforded by the United States and Wisconsin Constitutions is a public right;
• government conducted in the open benefits the public interest; and
• a free and unfettered press is vital to the democratic process.

The Council shall also assemble information relating to any freedom of information issues in the state and make them available to anyone interested in the free flow of information.

ARTICLE 2

MEMBERSHIP AND DUES

2.1 Council Membership. The Council has two levels of membership: “Members” and “Associate Members.” The eligibility requirements and the rights of these categories of membership are described below.

2.2 Members. The Council shall have at least eighteen (18) members. The members shall be composed of eleven (11) representatives from sponsor organizations (called “Sponsor Members”), as provided for in Section (a), and at least five (5) public members (called “Public Members”), as provided for in Section (b). The Sponsor Members and Public Members collectively comprise the “Members” of the Council.

(a) The following sponsor organizations (“Member Organizations”) shall appoint designated representatives to the Council:

1. three (3) representatives from the Associated Press;
2. three (3) representatives from the Wisconsin Newspaper Association;
3. three (3) representatives from the Wisconsin Broadcasters Association/Broadcast News Council;
4. two (2) representatives from the Society of Professional Journalists.

Each representative from these organizations will be referred to in these bylaws as “Sponsor Members.” Each Member Organization shall have the sole authority to designate their representatives and to name a temporary representative, if needed in the case of absence or unavailability of a regular representative. The President of the Council shall request the names of the Sponsor Members prior to the Council’s Annual Meeting in even numbered years, or as needed to fill any vacancies. The Sponsor Members shall be appointed for a term of two (2) years, with the term of the first set of Sponsor Members under these bylaws beginning upon the effective date of these bylaws and running until April 2007.

(b) The required number of public members, consistent with Section 2.2, shall be appointed by the President of the Council at the Council’s Annual Meeting in even numbered years, or as needed to fill vacancies, based on the recommendations of the Council’s Nominating Committee. At least one month prior to the Council’s Annual Meeting in even numbered years, the Nominating Committee shall forward to the President a slate of prospective Public Members to fill any vacancies or expiring terms. The Nominating Committee and the President shall use their best efforts to recruit Public Members who bring ethnic, geographic and professional diversity to the Council. The Public Members shall be appointed for a term of two (2) years, with the term of the first set of Public Members under these bylaws beginning upon the effective date of these bylaws and running until April 2007.

2.3 Associate Members. The Council shall also have Associate Members. Any individual who endorses the purpose of the Council as set forth in Article 1 of these bylaws may be an Associate Member. Associate Members may attend all Member meetings but cannot vote, serve on the Council Board of Directors or serve as an officer of the Council. To become an Associate Member of the Council, individuals must submit their name and contact information in writing to the Secretary or other designee of the Council. From time to time, the Council may require Associate Members to confirm their interest in Council activities to continue to receive notification of Council activities.

2.4 Dues Assessment. Each Member Organization shall pay annual dues in the amount determined by the Council’s Board of Directors. Additional dues may be assessed by the Board of Directors to cover additional costs related to specific activities that are undertaken by the Council throughout the year.

2.5 Rights of Members. Each Member is entitled to one vote. A Member’s right to vote shall cease upon lapse of membership for failure to pay dues (except Public Members who do not owe dues) or by resignation, expulsion or suspension pursuant to § 181.0620, Wis. Stats.

ARTICLE 3

MEETINGS

3.1 Annual Meeting. The Council shall hold one Annual Meeting at a time and place to be fixed by the Board of Directors (typically in the month of April).

3.2 special meetings. Special meetings of the Members may be held at the call or the request of the President or a majority of the Board of Directors. Notice of the time and place shall be given in sufficient time for the convenient assembly of the Members.

3.3 Attendance and Voting. The attendance at the Annual Meeting and any special meeting is open to all Members and Associate Members. All matters submitted to the Members are determined by a majority vote of those present and voting. Associate Members may attend the Annual Meeting and any special meeting but they may not vote.

3.4 Quorum. Except as otherwise provided in these bylaws, the presence in person of Members who have at least fifty percent (50%) of the total voting power of the Members constitutes a quorum at all meetings of the Members.

3.6 Conduct of Meetings. The President of the Council shall preside over all meetings of the Members. The Secretary of the Council shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting as well as all transactions occurring at the meeting.

3.7 Meetings by Electronic Means of Communication. Members may conduct any meeting by use of any electronic means of communication provided: (1) all participating Members may simultaneously hear each other or read each other’s communication’s during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Member and each participating Member is able to immediately send messages to all other participating Members. Before the commencement of any business at a meeting at which any Members do not participate in person, all participating Members shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these bylaws.

3.8 Informal Action. In accordance with §181.0704, Wis. Stats., any action required or permitted to be approved by the Members may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by Members holding at least two-thirds (2/3) of the voting power of the Council. Any such consent signed by at least two-thirds of the Members has the same effect as a two-thirds vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to Section 181.0821(1m) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means, and “signed” includes an electronic signature, as defined in Section 181.0103 (10p), Wis. Stats.

3.9 Notice of Meetings.

1. The Board’s designee shall mail to each Member and Associate Member a notice of the Annual Meeting and each special meeting, stating the time and place of the meeting, and in the case of a special meeting, the purpose of the special meeting
2. Notice of a member meeting shall be given not less than two (2) days, nor more than forty-five (45) days, before the date scheduled for the meeting referred to in the notice.
3. Whenever any notice whatsoever is required to be given under the provisions of the Nonstock Corporation Law of the State of Wisconsin or under the provisions of the Articles of Incorporation or the bylaws of this Corporation, 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.

ARTICLE 4

BOARD OF DIRECTORS

 4.1 General Powers. The management, control and operation of the affairs and properties of this Council are vested in the Board of Directors of the Council (the “Board”). The Board is responsible for planning, coordinating, communicating and managing all Council activities.

4.2 Number of and Criteria for Directors. The Board shall consist of the officers of the Council, as provided for in Section 5.2 of these bylaws, and two other Members (each a “Director” or, collectively, the “Directors”) for a total of six (6) Directors; provided, however, that the Members of the Council may vote to change this number from time to time. Other qualifications for Directors and criteria for the selection process may be established from time to time by the Members. At all times the Board must consist of at least three (3) Directors.

4.3 Term. Each Director shall serve a term of two (2) years and shall serve until his/her successor is elected. When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, the number shall be reduced by such vacancies until qualified replacements are appointed. Replacements shall be selected by the President subject to the approval of the remaining Directors for unexpired terms, but in no event will the number of Directors be fewer than three. The term for the initial set of Directors under these bylaws shall begin upon the effective date of these bylaws and run until April 2007.

4.4 Nominations and Election. Recommendations for the non-officer Member who will serve as a Director may be submitted by any Member, Director, officer, or staff, unless otherwise determined by the Board. The slate of Director-nominees shall be presented to the Members at the Council’s Annual Meeting or at a special meeting called for this purpose. The Members shall select the non-officer Member to the Board from this slate of nominees.

4.5 Regular and special meetings. Regular meetings of the Board of Directors shall be held at such times as the President may designate, at the office of the Council or such other place as the President may designate. Special meetings of the Board of Directors may be called by the President of the Council, or by at least two Directors of the Council at such time and place as the officer or Directors calling the meeting may specify and in accordance with the notice requirements of this Article 4.

4.6 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present, those Directors present may adjourn the meeting from time to time without further notice.

4.7 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these bylaws.

4.8 Informal Action. In accordance with § 181.0821, Wis. Stats., any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by two-thirds (2/3) of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds of the Directors has the same effect as a two-thirds vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to Section 181.0821(1m) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes an electronic signature, as defined in Section 181.0103 (10p), Wis. Stats.

4.9 Compensation. Directors will not be paid compensation for their services as Directors provided that nothing herein contained will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Council in another capacity.

4.10 Meetings by Electronic Means of Communication. Members of the Board of Directors or any committee of the Board of Directors may conduct any regular or special meeting by use of any electronic means of communication provided: (1) all participating Directors may simultaneously hear each other or read each other’s communication’s during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these bylaws.

4.11 Notice. Meetings must be preceded by at least forty-eight hours’ notice to each Director if given in person or by electronic mail, or seventy-two hours’ notice if notice is given by mail or private carrier. A meeting at which the amendment or repeal of these bylaws or the adoption of new bylaws or the removal of a Director is to be considered requires seven days advance written notice. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier. Notice may be given by electronic mail.

4.12 Director Conflict of Interest. No contract or other transaction between the Corporation and one or more of its Directors or officers or any other corporation, firm, association, or entity in which one or more of the Directors or officers are Directors or officers or has a material financial interest shall be entered into by the Corporation unless the fact of such relationship or interest is disclosed or known to the Board of Directors and the Board of Directors authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors or officers. Common or interested Directors or officers may be counted in determining the presence of a quorum at a meeting of the Board of Directors that authorizes, approves or ratifies such contract or transaction.

ARTICLE 5

OFFICERS

5.1 Officers. The officers of the Council are President, Vice-President, Secretary, and Treasurer of the Council (the “Officers”). The Members may elect such other officers as it deems desirable. All officers of the Corporation must be a Member. No individual may fill more than one position.

5.2 Election and Term of Office. The Members shall elect the officers of the Council at the Annual Meeting, or at a special meeting called for that purpose. Officers shall be elected for two-year (2) terms and shall serve until their successors are elected. The term of the first set of officers under these bylaws shall begin upon the effective date of these bylaws and run until April 2007.

5.3 President. The President will preside at all meetings of the Board of Directors and the membership meetings. The President will have the necessary authority and responsibility for the administration of the affairs of the Council subject only to such bylaws as may be adopted and such orders as may be issued by the Board of Directors. The President will advise and make recommendations to the Board of Directors relating to the operation and long-range planning of the Council. The President may sign with the Secretary or other proper officer of the Council authorized by the Board of Directors any deeds, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

5.4 Vice-President. The Vice-President will have such duties as determined from time to time by the Board of Directors. The Vice-President will discharge the duties of the President in the event of his or her absence or inability to act. 5.5 Secretary. The Secretary will sign documents of the Council from time to time as required, perform such duties as may be assigned by the President, and will keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; will see that all notices are duly given in accordance with the provisions of these bylaws, or as required by law; and will be custodian of the corporate records. 5.6 Treasurer. The Treasurer will be responsible for the custody of the funds and securities of the Council which will come into the Treasurer’s hands, and will advise the Board of Directors respecting its financial condition and the handling of its monies and investments and perform such additional duties as may be assigned to the Treasurer by the President.

ARTICLE 6

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors by resolution adopted by a majority of the number of Directors may designate one or more committees, each committee to consist of three or more Directors elected by the Board of Directors, which to the extent provided in said resolution will have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the Council, except action in respect to election of officers or the filling of vacancies in the Board of Directors or committees. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority will not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him or her by law. The Board may also designate one or more advisory committees to assist it in any capacity as it directs.

ARTICLE 7

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

7.1 Contracts. The Board of Directors may authorize any officer or agent of the Council, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.

7.2 Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Council, will be signed by such officer(s) or agent(s) of the Council and in such manner as is from time to time determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments will be signed by the Treasurer and countersigned by the President or Vice-President of the Council.

7.3 Deposits. All funds of the Council will be deposited from time to time to the credit of the Council in such banks, trust companies or other depositaries as the Board of Directors may elect.

7.4 Gifts. The Board of Directors may accept on behalf of the Council any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Council.

7.5 Books and Accounts. The Council will keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board of Directors and its committees. In addition, the Council will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.

ARTICLE 8

INDEMNIFICATION

The Council shall, to the fullest extent authorized by Chapter 181 of the Wisconsin Statutes, indemnify each Director and officer of the Council against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Council. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Council shall, to the fullest extent authorized by Chapter 181 of the Wisconsin Statutes, indemnify any employee who is not a Director or officer of the Council, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Council. The corporation may, to the fullest extent authorized by Chapter 181 of the Wisconsin Statutes, indemnify, reimburse, or advance expenses of Directors, officers, or employees.

ARTICLE 9

FISCAL YEAR

The fiscal year of the Council is the calendar year.

ARTICLE 10

OFFICES

The Council shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board of Directors may from time to time determine.

ARTICLE 11

AMENDMENTS

11.1 By Members. These bylaws may be amended or repealed and new bylaws may be adopted by two-thirds (2/3) of the Members present at an annual or special meeting, provided that notice of the meeting is given stating the proposed amendment, repeal or new bylaws to be considered.

11.2 By Directors. These bylaws may be amended by the Board of Directors at any meeting upon the vote of two-thirds (2/3) of the Directors then in office, provided that a statement of the nature of the proposed amendment is included in the notice of such meeting; but no bylaw adopted or amended by the Members shall be amended or repealed by the Directors unless the bylaw adopted by the Member confers such authority upon the Directors.