WCHSA Constitution and By-laws

Table of Contents

The following are By-Laws of the Wisconsin County Human Service Association (“WCHSA”), an unincorporated nonprofit association under Wis. Stat. Chap. 184.

ARTICLE I: Purpose of WCHSA, Membership and Dues

Section 1.01 WCHSA Mission, Vision and Purpose.

1. Vision Statement. To achieve the effective and efficient administration of public human services. 
2. Mission Statement. To engage administrators and board members in the development of policy, funding and administrative issues that support the development and maintenance of a public human services system. 
3. Purpose Statement. The purpose of WCHSA is to provide a statewide association to promote positive and professional relations in the field of human services among association members, public officials, constituents, and recipients of services, as a means of meeting the needs of local agencies for educational programs, coordinating activities, and administrative exchange. 

Section 1.02 Interpretation of By-Laws. All words, terms and provisions of these By-Laws shall be interpreted according to their common and ordinary usage.

Section 1.03 Membership. There shall be three (3) classes of membership in WCHSA known as Full Membership, Associate Membership and Alumni Membership.

1. Full Membership. A County that has paid the required dues and is current with all financial obligations to WCHSA shall be referred to as a Full Member County. County Board Members, Citizen Members of County Human Services, Social Services or Community Programs Boards and Top Management of the Departments of Social Services (Wis. Stat. § 46.22), Human Services (Wis. Stat. § 46.23), Community Programs (Wis. Stat. § 51.42), Developmental Disabilities Services (Wis. Stat. § 51.437), and Multi-County Community Programs (Wis. Stat. § 51.42) of Full Member Counties are able to participate in all WCHSA meetings and functions provided, however, that the Director of Human Services, Social Services, Community Programs, Developmental Disabilities Services or Multi-County Community Programs is the individual entitled to vote on behalf of a Full Member County on all matters requiring a vote. 
2. Associate Membership.Any agency or program which is associated with one or more county human service program(s), has a demonstrated interest in the administration of human service programs, and provides a comprehensive range of services under public or private auspices is eligible to become an Associate Member of WCHSA. Except as specifically provided in the bylaws, Associate Members are not eligible to: (1) vote on any matters requiring a vote of the membership; (2) serve on the Board; or (3) hold an office in WCHSA. Associate Member organizations shall identify a board member or executive staff member as the main representative for WCHSA, and are able to identify up to three individuals associated with their organization that would be eligible to receive the benefits of membership. The Board shall develop a policy related to the application process and dues for Associate Membership. 
3. Alumni Membership. Any individual who is now retired and had been eligible for full membership may become an Alumni Member of WCHSA. Except as specifically provided in these By-Laws, Alumni Members are not eligible to: (1) vote on any matters requiring a vote of the membership; (2) serve on the Board; or (3) hold an office in WCHSA. The Board shall develop a policy related to the application process and dues for Alumni Membership. 

Section 1.04 Dues. For Full Member Counties, dues shall be established by Board policy and approved by the Board annually at the annual business meeting under the general guide that dues are established per county based upon population. Dues shall be assessed beginning January 1, 2015. Full Member Counties that have already paid dues covering the time period ending June 30, 2015, shall be credited $300 toward 2015 dues. If a Full Member County has paid dues covering the time period ending June 30, 2015, and decides not to become a Full Member County for 2015, the Full Member county shall continue to be a Full Member of WCHSA until June 30, 2015, provided, however, that any individual from such Full Member County shall not be eligible to serve on the Board or serve as an Officer of WCHSA. 

ARTICLE II: Administration

Section 2.01 Principal Office. The principal office of WCHSA shall be within the State of Wisconsin. The Board may establish additional offices as necessary.

Section 2.02 Regions. WCHSA is divided into Regions according to the regions established by the Wisconsin Department of Health Services and Wisconsin Department of Children and Families (currently five (5) Regions).

Section 2.03 Board Composition. WCHSA shall be governed by a Board comprised of representative directors or other senior administrative personnel from Full Member Counties. Only directors or other senior administrative personnel from Full Member Counties of WCHSA are eligible to serve on the Board.

The Board shall consist of seventeen (17) persons, consisting of the following:

1. WCHSA President and Vice-President (2 total). The President and Vice President of WCHSA, appointed pursuant to Article III below, shall be members of the Board and shall serve on the Board for the period commensurate with their respective term of office. 
2. Region Representatives (15 total). Each of the five (5) Regions shall have three (3) appointments to the Board, which shall be made by election in each respective Region according to election rules established in a Region consistent with this Paragraph b. When electing persons to serve on the Board, Full Member Counties shall elect only those persons that are affiliated with a Full Member County and shall, to the extent practicable, consider diversity in county population. Region elections to the Board under this provision shall be made by majority vote of the Full Member Counties within a Region according to a process agreed upon by Full Member Counties in a Region. Region Representatives shall serve a three-year term and shall serve no more than three (3) consecutive terms. For purposes of appointing the Region Representatives for the term first following adoption of these By-Laws, there shall be one (1) Region Representative from each Region elected to a one-year term, one (1) Region Representative from each Region elected to a two-year term and one (1) Region Representative from each Region elected to a three-year term. Following the expiration of terms set by this initial staggering process, the term for a Region Representative elected by a Region to serve on the Board shall be three (3) years. 

Section 2.04 Vacancies. Any regional vacancy on the Board shall be filled by the region with the region submitting written appointment of the prospective new Board member in accordance with Section 2.03. The Board may, by policy, establish the conditions under which a Board seat is determined to be vacant. Any member who joins the Board under these provisions will fulfill the remainder of the term, and be subject to re-election upon the expiration of the term for which they were initially appointed.

Section 2.05 Resolutions. The Board is authorized to adopt policies, authorize staff action and approve transactions and matters related thereto by resolution. Resolutions shall be numbered according to the year in which the resolution is brought before the Board in sequence.

Section 2.06 Order of Business and Agenda. Except as explicitly provided in these ByLaws or as required by applicable law, the Board shall conduct its meetings consistent with the current version of Robert’s Rules of Order, Newly Revised. The Order of Business may be modified from time to time by Board policy. The President and Executive Director shall be responsible for the agenda for all Board meetings and committee chairs shall be responsible for the agenda for all committee meetings.

Section 2.07 Annual Business Meeting. The Board shall hold an annual business meeting in December of each year. A notice of the date, place and tentative agenda shall be mailed to the members at least 30 days in advance of the annual business meeting. The Board shall establish the location of the meeting. Quorum for purposes of an annual business meeting shall be 1/3 of all Full Member Counties.

Section 2.08 Special Meetings. Special meetings of the Board may be called by the President or by 2/3 vote of the Board. Notice of a special meeting shall be provided to all members no less than 30 days before the meeting.

Section 2.09 Voting. Unless otherwise specified by law or these By-Laws, the Board shall act by a majority vote at a meeting at which a quorum is present. On matters subject to vote of all Full Member Counties, each Full Member County is entitled to one (1) vote. Unless WCHSA is advised otherwise, the Director of Human Services, Social Services, Community Programs, Developmental Disabilities Services or Multi-County Community Programs is entitled to cast all votes on behalf of a Full Member County. Electronic voting and telephonic voting are allowed in relation to business conducted at all meetings. An aforementioned Director serving on the Board may designate full participation and voting privileges on a temporary basis through prior written, verbal, or email communication to any Board member who attends the meeting. The designee may also present signed, written indication of the designation if prior communication did not occur. All designees must be employed by the same county as the Director making the designation.

Section 2.10 Conduct of Meetings. All meetings of the Board may be held and conducted in person or by telephone or other remote communication. WCHSA endorses the “Minimum Accessibility of Standards” for conferences, meetings and lodging facilities as developed by the Wisconsin Rehabilitation Association.

Section 2.11 Powers of the Board. The Board shall have all powers necessary and convenient for the governance and operation of WCHSA. The Board shall have the power to appoint such committees, officers and employees as it may deem necessary and to retain independent counsel, administrators, consultants and accountants. The Board shall also have the power, by resolution, to the extent permitted by law, to delegate any of its functions to one or more of the Board members, officers, employees, administrators or agents of WCHSA and to cause any of said Board members, officers, employees or agents to take any actions and execute any documents or instruments for and in the name and on behalf of the Board or WCHSA.

Section 2.12 Committees. There shall be seven (7) standing committees of the Board as follows:

1. Executive Committee. There shall be an Executive Committee consisting of the Officers, as identified in Article III below. The Executive Committee is authorized to take all action on behalf of the Board in the time period between Board meetings, subject to approval of the Board at the Board meeting first following the Executive Committee’s action(s). 
2. Policy Advisory Committee. There shall be four (4) Policy Advisory Committees (“PAC”) representing the programs and services of the county human services system. The membership of each committee shall be comprised of individuals who express an interest in the programs or services represented by each committee. Each Policy Advisory Committee shall consist of up to 20 members. When a vote is taken at a PAC Meeting, each county present that is a member of WCHSA shall have one vote, regardless of PAC membership status. Membership of the Policy Advisory Committee(s) shall be open to all membership of WCHSA and other staff of agencies with Full Membership by declaring an interest in a respective Policy Advisory Committee. The co-chairs of each Policy Advisory Committee shall be appointed by the President, and confirmed by the Board, and shall assemble their committee and present the roster to the Board for approval. Each committee member should be chosen upon an expressed interest in the work of that committee. The co-chairs shall chair the committees, provide for minutes and a record of all actions taken, and maintain a listing of active members. 
3. Human Services Board Member Advisory Committee. There shall be a five-person committee known as the Human Services Board Member Advisory Committee comprised of one (1) human services, social services or unified board member from each WCHSA Region. The Full Member Counties from each Region shall appoint the Region’s representative subject to Board confirmation. 
4. Nominating Committee. The Board shall annually appoint a Nominating Committee comprised of at least five (5) but not more than nine (9) Directors or other senior administrative personnel from Full Member Counties. The Nominating Committee shall solicit and accept applications for the positions of Vice-President, Secretary, and Treasurer, and submit nominations to the Full Membership at the annual business meeting related to such positions. The Nominating Committee shall cause the names of all persons nominated for the offices of Vice President, Secretary, and Treasurer to be transmitted to all Full Member Counties at least one (1) month prior to the annual business meeting. The Nominating Committee is authorized to adopt policies related to the nomination process so long as the process is consistent with these By-Laws.
5. Other Standing Committees. The Executive Director is authorized to create other committees of the Board, subject to Board confirmation. The composition, manner of appointment and duties associated with any additional committee shall be established at the time of creation of the committee. 

ARTICLE III Officers

Section 3.01 Officers and Duties. The officers of WCHSA shall be the President, Vice President, Secretary, Treasurer and Immediate Past President.

1. President. The President shall be a Director or other senior administrative personnel from a Full Member County. The President shall Chair all meetings of the Board and, in consultation with the Executive Director, set the agenda for all Board meetings. The President shall perform all duties as may be assigned by the Board. 
2. Vice-President. The Vice-President shall be a Director or other senior administrative personnel from a Full Member County. The Vice-President shall, in the absence or disability of the President, perform all of the duties of the President, and when acting in place of the President shall have all the powers pertaining to that office. The Vice President is also the President-Elect, and shall assume the office of President upon expiration of the President’s term, or upon vacancy of the office of President. This succession supersedes Section 3.03 of these By-Laws. 
3. Secretary. The Secretary shall be a Region Representative appointed to the Board under Sec. 2.03(b). The Secretary shall keep a correct record of the proceedings of all meetings of WCHSA and of its correspondence. The Secretary shall act as the historian of WCHSA or may delegate such part of these duties as s/he deems advisable subject to approval by the Board. 
4. Treasurer. The Treasurer shall be a Region Representative appointed to the Board under Sec. 2.03(b). The Treasurer shall have charge of all monies, funds and property of WCHSA. The Treasurer may delegate such part of these duties as s/he deems advisable subject to approval by the Board. 
5. Immediate Past President. The Immediate Past President shall be an exofficio (not entitled to vote) member of the Board and the Executive Committee. If there is no Immediate Past President due to lack of having Full Membership or due to other circumstances, the office shall be vacant. 

Section 3.02 Election and Terms. Election of Officers shall be at the annual business meeting. Nominations for the office of Vice-President, Secretary, and Treasurer shall be made by the Nominating Committee as provided in Section 2.12(d) and elected by the Full County Membership. At the annual business meeting, Full Members shall elect Vice-President, Secretary, and Treasurer by majority vote of each Full Member Counties present with each Full Member County getting one (1) vote. In addition to the nominations submitted by the Nominating Committee, additional nominations may be made from the Floor by a Full Member and with consent of the nominee. The term of office for President and Vice-President will be for two (2) years commencing on the completion of the previous term of office following the election at the annual business meeting. The President and Vice-President may serve in office for only one (1) term in each office. The Secretary and Treasurer shall have a three (3) year term of office and may serve in office no more than three (3) consecutive terms. Any officer may be removed by the Board by 2/3 vote of the entire Board. 

Section 3.03 Vacancies. The Board may fill the unexpired term of any vacancy in any office occurring for whatever reason by majority vote provided that the appointment is of a representative of a Full Member. Any officer appointed under this provision will fulfill the remainder of the term for which they were appointed. Eligibility for re-election is governed by Section 3.02.

Section 3.04 Transition. The Board shall establish a transition process and policy related to the officers and, if applicable, Board for 2015.

ARTICLE IV Executive Director

Section 4.01 Executive Director. The Board may hire or contract for an Executive Director of WCHSA.

Section 4.02 Powers, Duties and Compensation. The Executive Director shall manage the affairs of WCHSA under the general control of the Board, shall assist the President in establishing the agenda for all Board meetings, shall appoint the various employees of WCHSA and shall be responsible for the proper and efficient work of WCHSA. The Board shall adopt policies relating to the Executive Director’s job duties and responsibilities. The Board is authorized to delegate all functions and responsibilities that are not otherwise specifically vested in the Board or an Officer to the Executive Director. The Board may enter into a written employment agreement with the Executive Director. The Board may compensate the Executive Director. The Executive Director may be removed by a 2/3 vote of the entire Board.

Article V Budget

Section 5.01 Fiscal Year. WCHSA’s fiscal year shall be January through December.

Section 5.02 Budget. The Board shall adopt an annual budget at its annual business meeting.

ARTICLE VI Ethics and Conflict of Interest

Section 6.01 Ethics and Conflicts of Interest. The Board may adopt ethics and conflict of interest policies governing the conduct of members, Officers, officer appointees and employees.

ARTICLE VII Indemnification and Immunities

Section 7.01 Indemnification. The Board hereby authorizes indemnification by WCHSA of any person who is or was a member, Board member, officer, employee or other agent of WCHSA, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was a member, Board member, officer, employee or other agent of WCHSA, against expenses, including attorneys’ fees, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith in a manner such person reasonably believed to be in the best interests of WCHSA and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful and, in the case of an action by or in the right of WCHSA, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Board may purchase a policy or policies of insurance in furtherance of any indemnification obligation created.

ARTICLE VIII Amendments

Section 8.01 Amendments. The By-Laws may be amended, or repealed, or new ByLaws may be adopted by the Board at any meeting by 2/3 vote of the Full Member Counties present and voting. Notice of a Board meeting at which an amendment to these By-Laws is to be acted upon shall include notice of the proposed amendment or repeal. The notice of any proposal to amend these By-Laws, along with the proposed language, shall be given to members at least thirty (30) days prior to the meeting at which any such amendment(s) is considered.

ARTICLE IX Dissolution

Section 9.01 Dissolution. WCHSA may be dissolved by a 2/3 vote of all Full Member Counties at a meeting specially called for the purpose of considering dissolution. Notice of a meeting where dissolution of WCHSA shall be considered shall be provided to all members at least thirty (30) days prior to the meeting and such notice shall specifically state that dissolution shall be considered. In the event of dissolution, the Board shall, after paying or making provisions for the payment of all the liabilities of WCHSA, dispose of all of the assets of WCHSA exclusively for the purposes of WCHSA in such manner, or to such organization or organizations, as may be determined by majority vote of the Full Member Counties existing at the time of dissolution.