BY-LAWS OF THE
HUEY’S HIDEAWAY CHILDREN’S MUSEUM, INC.
SECTION 1: CORPORATE NAME
The name of the Corporation shall be the Huey’s Hideaway Children’s Museum, Inc.
SECTION 2: OBJECTS
The Corporation is organized exclusively for charitable, educational, scientific, and religious purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Operational Limitation: Notwithstanding any other provisions of the Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Revenue Law), or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).
Amended: June ________, 2016.
SECTION 3: OFFICES
The principal office shall be: 104 E. Perkins St, Medford, WI 54451. The Corporation shall also have offices at such other places as the Board of Directors may appoint.
SECTION 4: CORPORATE SEAL
There shall be no corporate seal.
SECTION 1: MEMBERSHIP
The membership of the Corporation shall consist of the members of the Board of Directors. The Board of Directors may create such categories of Museum members as they may determine, but such Museum members shall not be members of the Corporation and shall not be entitled to vote for Directors.
SECTION 2: BOARD OF DIRECTORS
The Board of Directors shall consist of no less than seven members and no more than seventeen members.
SECTION 3: GENERAL POWERS OF DIRECTORS
The Board of Directors shall be responsible for the management of the business of the Corporation. In addition to the powers and authorities these By-laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation or these By-laws prescribed.
SECTION 4: LIMITATION OF LIABILITY
No Director shall be personally liable to pay monetary damages for action which the Director has breached or failed to perform his/her duties as Director under Section 181.287 of the Wisconsin Statutes. Directors are liable for any breach of Sections 181.287(1)(a) (concerning self-dealing), 181.287(1)(b) (criminal conduct), and 181.287(1)(d) (willful misconduct). No amendment or repeal of this Section shall affect the liability of a Director for action which the Director has taken or failed to take prior to such amendment or repeal.
SECTION 1: MEETING OF MEMBERS OF THE CORPORATION
Meeting of the members of the Corporation shall be held at the office of the Corporation in Medford ,Wisconsin, or at such other place as the Board may determine.
Each member shall be entitled to one vote in person, or a member may vote by proxy provided such proxy shall be executed in writing by the member or his/her duly authorized attorney-in-fact and is filed with the Secretary of the Corporation. No proxy shall be valid after eleven months from the date of its execution unless a longer time is expressly provided therein, but, in no event shall a proxy be voted on after three years from its date of execution.
One-half of the members shall be requisite at every meeting in person or by proxy to constitute a quorum.
The members present in person or by proxy at a duly convened meeting can continue to do business until adjournment, notwithstanding withdrawal of enough members to leave less than a quorum. If any meeting of members cannot be organized because a quorum has not attended, the members entitled to vote thereat, present in person or by proxy, shall have the power, except as otherwise provided by applicable statute, to adjourn the meeting to such time and place as they may determine. In the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings shall constitute a quorum for the purposes of election of Directors. In the case of a meeting called for any other purpose, those who attend the second of such meetings shall constitute a quorum for the purposes of acting upon any matter set forth in the notice of the meeting, provided the notice given of such second adjourned meeting stated that those members who attend shall constitute a quorum for the purpose of action upon such matter.
When a quorum is present or represented at any meeting, the vote of the majority of those present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the applicable statutes or the Articles of Incorporation, a different vote is required, in which case such expressed provision shall govern and control the decision of such question.
The annual meeting of members shall be held in the month of December of each year at Medford, Wisconsin, or at such other time or place as the Board of Directors may determine. Each member shall receive written notice of the annual meeting as required by Section 4 of this Article. At the annual meeting there shall be elected Directors to serve for such terms as set forth in these bylaws and until their successors are elected or chosen and qualify.
SECTION 2: ELECTION OF DIRECTORS
The elected members of the Board of Directors shall be classified in respect to the time for which they shall severally hold office. Each class of Board members shall consist of one third of the total number of Board members, unless otherwise determined by the Board, and shall be elected to serve until the third Annual Meeting following their election, and until their successors shall have been elected. No person shall be elected to serve more than two consecutive three year terms as a member of the Board. However, such person may be elected to the Board after a one year absence.
SECTION 3: MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board shall be held at the office of the Corporation in Medford, Wisconsin, or at such other place as the Board may determine. An annual meeting of the Board of Directors shall be held in the month of December of each year at such time and place as determined by the President of the Corporation immediately following the annual meeting of the members for the purpose of electing officers. Regular meetings of the Board shall be held at such time and place as the Board may determine. Special Meetings of the Board may be called at any time by the President of the Corporation and shall be called at the request of not less than two members of the Board. No business shall be transacted at any special meeting except as is indicated in the notice of the meeting.
One-half of all of the Board of Directors then in office shall be present at each meeting in order to constitute a quorum for the transaction of business. The majority of the directors present at a meeting at which a quorum is present shall decide the question at issue, unless the vote of a greater number of directors is required by law or by the Articles of Incorporation or these Bylaws. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. If there is a deadlock on any vote of the Board of Directors, the President of the Corporation shall cast the final tie-breaking vote.
The President, and in the absence of the President, the Vice President, and in their absence, any director chosen by the directors shall call meetings of the Board of Directors to order and shall act as chairperson of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Director or other person present to act as secretary of the meeting. Minutes of any meeting shall be prepared and distributed to each director, unless otherwise indicated by the Board of Directors.
Unless the Articles of Incorporation or these by-laws provide otherwise, action required or permitted by the Articles of Incorporation, by-laws or any provision of law to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the corporation. Action taken without a meeting under this section is effective when the last director signs the consent, unless the consent specified a different effective date.
SECTION 4: NOTICE OF MEETINGS
Written notice of the annual meeting and any regular meetings shall be mailed or delivered to each Board member or member not less than three days in advance of the meeting. Unless otherwise required by law, notice of a special meeting need not be in writing and may be given to each Board member or member by telephone at least twenty-four hours before the time at which the meeting is to be held and shall state the time, place and purpose of the meeting. Notices under this section may be waived in writing by the members or the Directors.
SECTION 1: OFFICERS
The officers of Huey’s Hideaway Children’s Museum, Inc. shall be a President, Vice President, Executive Director, Secretary, Treasurer and such other officers as the Board may from time to time designate. All officers shall be elected annually at the annual meeting by the Board of Directors. The Board of Directors may remove any officer, with or without cause, at any regular or special meeting called for this purpose, upon a majority vote of the Directors in attendance at such meeting.
The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
The salaries, if any, of all officers and agents of the Corporation shall be fixed by the Board of Directors.
The same natural person may simultaneously hold more than one office in the corporation.
SECTION 2: PRESIDENT
The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise all of the business affairs of the corporation.
The President shall, when present, preside at all meetings of the Board of Directors.
The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such members of any committees created by the Board as he or she shall deem necessary, to prescribe their powers, duties and to delegate authority to them. Such committee members shall hold office at the discretion of the President.
The President shall have the authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, the President may authorize any vice-president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. Where the aggregate obligation of the Corporation undertaken by any single deed, mortgage, contract, lease, report and all other document or instrument, or series of related documents or instruments, shall exceed the sum of $10,000.00 in monetary terms, the President and at least one other officer shall be required to sign, execute and acknowledge the same.
In general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
The term of the President is limited to two one-year terms.
SECTION 3: VICE-PRESIDENT
In the absence of the President or in the event of his or her death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President.
Any Vice-President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.
The execution of any instrument of the corporation by any Vice-President shall be conclusive evidence, as to third parties of his or her authority to act in the stead of the President.
The Vice-President shall become the President after the President leaves office for any reason.
It is anticipated that the Vice-President shall accept a nomination for the office of President upon the expiration of the current President’s term, if he or she is so nominated for the position at that time.
SECTION 4: EXECUTIVE DIRECTOR
The Executive Director shall be responsible for the day to day operation of the Museum, in accordance with the policies and directives of the President and the Board of Directors. The Executive Director shall be responsible for its administration and its activities, according to the policies established by the Board of Directors. He or she shall have the authority to employ and dismiss personnel of the staff in accordance with the policies and budgets approved by the Board of Directors. The Executive Director shall submit an Annual Report at the Annual Organizational Meeting of the Board of Directors on the conditions and activities of Huey’s Hideaway Children’s Museum, Inc. and he or she shall make such recommendations in regard thereto as he or she sees fit. At the request of the Board of Directors, the Executive Director shall submit informal progress reports at the meetings of the Board. He or she shall call to the Board’s attention any matters requiring action or notice.
SECTION 5: SECRETARY
The Secretary shall prepare and keep the minutes of all meetings of the Board and shall have custody and charge of the records of the Board at the Museum. The Secretary shall also keep records of actions taken by the Board of Directors without a meeting.
The Secretary shall give or cause to be given notice of all meetings of the members, or the Board of Directors in accordance with the provisions of these by-laws or as required by law.
The Secretary shall maintain the corporation’s records in written form or in another form capable of conversion into written form within a reasonable time.
The Secretary shall also perform all other duties and have such powers as the Board may from time to time prescribe.
SECTION 6: TREASURER
The Treasurer shall maintain an accurate account of funds and shall present financial reports to the Board in such a manner as the Board may from time to time determine.
The Treasurer shall have oversight of the corporate funds and securities donated to the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit (or shall authorize the Executive Director to deposit) all monies and other valuable effects in the name to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse (or shall authorize the Executive Director to disburse) the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors at its regular meetings or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation a bond in which such sum and with such surety as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his/her office and for the restoration to the Corporation in case of his/her death, resignation or retirement or removal from office of all books, papers, vouchers, monies, and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.
The Treasurer shall also perform other duties and have such powers as the Board of Directors may from time to time prescribe.
SECTION 7: VACANCIES OF OFFICERS OR DIRECTORS
If the office of any Director or officer becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification, removal, or otherwise, the remaining Directors shall choose a successor(s), who shall hold office for the unexpired term. A Director may be removed without cause by the vote of at least two-thirds of the Directors then in office.
SECTION 8: RESIGNATIONS OF OFFICERS OR DIRECTORS
Directors or other officers may resign their office at any time. Such resignation shall be in writing, and shall take effect from the time of its receipt by the Corporation, unless some other time is fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.
The Board of Directors may create any committees to help with the operation of the Corporation and/or the Museum. The President shall appoint all members of these committees. At least one member of the Board of Directors shall serve on each committee. The powers, duties, and term of these committees shall be determined by the Board of Directors. As a condition to a member’s election to the Board of Directors, it is anticipated that such director shall accept an appointment to serve on at least one Board committee, to the extent the Board has established committees and to the extent that President has appointed him or her.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS: SPECIAL CORPORATE ACTS
SECTION 1: CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice Presidents and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.
SECTION 2: LOANS
No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
SECTION 3: CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors; provided, however, that any single check, draft or other order for the payment of money, note or other evidence of indebtedness, or series of related checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness, which in the aggregate exceed the sum of $1,000.00, must be signed by at least two officers of the Corporations.
SECTION 4: DEPOSITS
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such accounts of banks, trust companies or other depositories as may be established by or under the authority of a resolution of the Board of Directors.
SECTION 1: INDEMNIFICATION
The Corporation shall indemnify its directors and officers pursuant to Chapter 181 of the Wisconsin Statutes which concern Non-Stock Corporations.
SECTION 2: INSURANCE
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving, at the request of the Corporation, as a Director, officer, employee, agent, trustee or fiduciary of another Corporation, partnership, joint venture, trust pension plan, profit sharing plan, employee benefit plan or other enterprise of any nature whatsoever against any liability asserted against him or her and incurred by him or her in any way capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
AMENDMENT OF BY-LAWS
The By-laws may be altered, amended or repealed by a vote of two-thirds (2/3) of the members entitled to vote thereon at any regular or special meeting duly convened after notice to the members of that purpose or by a vote of two-thirds (2/3) of the members of the Board of Directors at any regular or special meeting duly convened after notice to the Directors of that purpose, subject to statutory restriction and to the power of members to change such action by the Directors.
SECTION 1: COMPENSATION OF DIRECTORS
Directors shall not receive any stated salary for their services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
SECTION 2: REMOVAL OF DIRECTORS
Any individual Director may be removed from office without assigning any cause by vote of the members entitled to case at least a majority of the votes which all members would be entitled to cast at any annual election of Directors. In case the Board or any one or more Directors be so removed, new directors may be elected at the same meeting.
SECTION 3: FISCAL YEAR
The fiscal year shall be the calendar year. The fiscal year of the Corporation may be changed by resolution of the Board of Directors.
SECTION 4: EMERGENCY BY-LAWS
The Board of Directors of the Corporation may adopt emergency by-laws, subject to repeal or change by action of the members, which shall be operative during any emergency. The emergency by-laws may make any provision that may be practical and necessary for the circumstances of the emergency.
SECTION 5: INTERESTED DIRECTORS
No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are also Directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Director or officers is present at or participated in the meeting of the Board which authorized the contract or transaction, or solely because his/her/their votes are counted for such purpose, if:
The material facts as to his/her/their interest as to the contract or transaction are disclosed or known to the Board of Directors and the Board in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested Director or Directors; or
The material facts as to his/her/their interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the members; or
The contract or transaction is fair as to the Corporation as of the the time it is authorized, approved or ratified by the Board of Directors or the members.
Upon dissolution of the organization, 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 state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Amended June _______, 2016
The undersigned Secretary of HUEY’S HIDEAWAY CHILDREN’S MUSEUM, INC. hereby certifies that the foregoing Bylaws, with the Amendments, were duly adopted by the board of directors by at its annual meeting on April 23, 2015 and that the same remain in full force and effect.
DATED: June ________, 2016
Tracy Jo Ziehlke ,Secretary