RESOLUTIONS:

BE IT RESOLVED that the name of the Wisconsin Self-Service and Dry Cleaners, Inc., be changed to the Wisconsin Automatic Laundry and Cleaning Council, Inc.

BE IT RESOLVED that the name of the Wisconsin Automatic Laundry and Cleaning Council, Inc. be changed to the Wisconsin Coin Laundry Association.

BE IT RESOLVED that the name of the Wisconsin Coin Laundry Association be changed to the Wisconsin Self-Service Laundry Association (WSLA).( Feb. '94)

BE IT FURTHER RESOLVED that this revised set of By-laws be adopted as a whole.

BE IT FURTHER RESOLVED that the Board of Directors shall consist of four (4) members from each of three geographic area. One district will include the counties of Milwaukee, Racine, and Kenosha. The other two districts will consist of two halves of the state of Wisconsin divided by a line running approximately from Port Washington to La Crosse -- one district being the north half and called the Northern District and the third district being the south half and called the Southern District. In addition to these twelve, positions for Directors at Large may be determined by the Board of Directors based on the number of members.

ARTICLE I - TITLE, LOCATION, PURPOSE, AND CORPORATE SEAL

Section 1 - Title: The name of the corporation is Wisconsin Self-Service Laundry Association (WSLA).

Section 2 - Location: The principal office of the corporation shall be the home address of the Secretary/Treasurer or Executive Secretary of the corporation, or in such other place as may be designated by the Board of Directors.

Section 3 - Purpose: The purpose for which the corporation is formed is to conduct an association for the benefit of persons engaged in the self-service and coin-operated laundry, dry cleaning, and related machine service in the State of Wisconsin. This corporation shall be purely benevolent and educational and shall not be for pecuniary gain or profit. It shall cooperate with and supplement the efforts of all existing organizations now engaged in working on behalf of the self-service and coin-operated services and establishments in Wisconsin; to advise and assist the members and to endeavor to procure sound and just legal protection as well as just laws affecting said industry and to assist in the solution of their mutual problems.

Section 4 - Corporate Seal: The Corporation shall have a corporate seal which shall have inscribed thereon the name of the corporation and the words "Corporate Seal".

ARTICLE II - MEMBERSHIP

Section 1 - Qualifications: Any individual, partnership, corporation or a designated representative of such, engaged in the self-service and/or coin-operated laundry, pressing, or dry cleaning business in Wisconsin including those persons engaged in the manufacture and supplying of products associated with the self-service laundry and dry cleaning industry shall be eligible for membership in this association and may become a member upon approval of its application for membership as hereinafter provided.

Section 2 - Acquisition of membership: In order to become a member of this Association, an individual, partnership, or corporation shall make application to the Secretary of the Corporation, addressed to the Corporation, which shall specify such facts, if any, as shall be required by the Board of Directors to approve applications for membership.

Section 3 - Right to vote: Each member shall have one vote. At any meeting of the members, such vote may be cast by the member, a representative of the member, or by written proxy. Proxies may be executed either by a member or by any person appointed to represent such members.

Section 4 - Eligibility to hold office: Persons who are actively engaged in ownership and/or management of a coin-operated laundry or dry cleaning operation and who are members of the Board of Directors at the time of being elected shall be eligible to hold office in this corporation.

Section 5 - Dues and Contributions: Dues shall be payable in such sums and such times as the Board of Directors shall determine. The only penalty for non-payment of dues shall be the right to suspend or terminate membership as provided in the following section. Contributions to the corporation may be accepted from time to time from members or from others by action of the Board of Directors or any committee authorized by the Board of Directors to approve contributions.

Section 6 - Expulsion or suspension of membership: Any member may be suspended or expelled by the Board of Directors for non-payment of dues or for conduct which the Board of Directors in its discretion may deem to be prejudicial to the interests of the corporation. In cases other than for non-payment of dues, there shall be a fair hearing and a written notice shall be mailed to the members setting forth the date of such hearing and the alleged offense. Such notice shall be sent by registered mail not less that seven (7) days before such meeting.

Section 7 - Termination of Membership: Membership shall terminate upon death or expulsion of an individual; upon dissolution, merger or expulsion of a corporation or partnership; or by voluntary withdrawal. Notice of any such action shall be delivered in writing to the Secretary by mail or in person.

ARTICLE III - MEETING OF MEMBERS

Section 1 - Annual Meeting: The annual meeting of members of the Association shall be held at such time and place as the Board of Directors may designate. The purpose of the meeting shall be to elect directors and for the transaction of such other business as properly may be brought before the meeting.

Section 2 - Special Meetings: Special meetings of the members may be called by the President or by a majority of the members of the Board of Directors at any time by written or verbal notice.

Section 3 - Quorum: Those present at any meeting constitute a quorum and business may be conducted.

Section 4 - Voting by Proxy: Voting by written proxy shall be allowed at all meeting of members, provided such proxy is presented to the chairman of the meeting prior to the meeting.

ARTICLE IV - BOARD OF DIRECTORS
Section 1 - Members: The Board of Directors shall consist of twelve (12) members selected in such a manner from the membership as to result in state-wide representation of the industry. Four directors shall represent each of the three districts in Wisconsin. The Board of Directors may add or subtract to that number, Directors at Large, as it may deem necessary. The immediate past President shall be a member of the Board of Directors while he/she remains a member in good standing of the Corporation. The second past President shall be a member of the Board of Directors should serve as immediate Past President and serve on the Board of Directors should the immediate past President fail to be a member in good standing. The election of Directors shall be at the time of the annual meeting of the members of the Corporation.
 

Section 2 - Term of Office: Each elected member of the Board of Directors shall take office upon election and hold office for three years. Directors are limited to two full terms ( six years) except that a director's term will be extended as long as he/she serves as an elected officer or past president. An individual may serve as director again after an interval of one year.

Section 3 - Powers and Duties: The Board of Directors shall have the control and management of the affairs and funds of the Corporation; shall elect the officers of the Corporation; Shall select such employees as may be necessary and fix their rates of pay; shall approve budgets and determine the dues payable by the members, except where directed at the annual meeting; fill vacancies on the Board of Directors or among the officers; and exercise such powers and duties as are expressly given to it by the laws of the State of Wisconsin.
 

Section 4 - Meetings and Quorum: A regular annual meeting of the Board of Directors shall be held without other notice that this by-law, at the same place and on the same date as the annual meeting of the members. Special meetings of the Board of Directors may be called by the President or by any five members of the Board of Directors. Except in cases of emergency, as determined by the President, notice of special meetings shall be in writing and mailed at least five days before the time of such meeting. A quorum shall be those Directors present at any meeting and business may be conducted.
 

ARTICLE V - OFFICERS
Section 1 - Number: The officers of this Corporation shall consist of a president, first vice-president, second vice-president, and such other officers as the Board of Directors may from time to time deem necessary.

Section 2 - Election and Term: The president , first vice-president, and second vice-president shall be elected by the Board of Directors prior to the annual meeting of the membership and shall hold office for two years or until their successors are elected.
 

Section 3 - Vacancies: Any vacancy in an office may be filled by the Board of Directors for the unexpired term.

Section 4 - Compensation: All elected officers and directors shall serve without compensation.

Section 5 - Executive Secretary: The Board of Directors may appoint and/or hire an executive secretary who will perform such duties as may be requested by the officers and Board of Directors.

Section 6 - Duties of the President: The president shall be an administrative officer. He/she shall preside at the meetings of the Board of Directors and the general meetings of the membership; and perform such duties as may be prescribed for him/her by resolution of the Board of Directors.
 

Section 7 - Duties of the First Vice-President: The first vice- president shall perform all duties of the President in his/her absence or incapacity.

Section 8 - Duties of the Secretary: The Secretary shall serve at the pleasure of the Board of Directors, shall keep the corporate, financial, and membership records of the corporation, shall maintain a mailing list of the coin-operated laundries in the State of Wisconsin; shall set up and print or have printed and mail the house organ of the Corporation; and shall perform such duties as shall be required of him/her by the Board of Directors.
 

Section 9 - Duties of the Treasurer: The Treasurer shall serve at the pleasure of the Board of Directors and have charge of the funds of the corporation, keep the membership and financial records of the corporation, and shall make disbursements therefrom in such a manner as the Board of Directors may direct. He/she shall provide a bond in such amount as determined by the Board of Directors and paid for by the Corporation.
 

Section 10 - Duties of the Recording Secretary: The Recording Secretary shall be appointed by the President and shall be approved by the Board of Directors, and shall keep accurate minutes of all meetings.

ARTICLE VI - FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of that year.

ARTICLE VII - COMMITTEES

The president may appoint the following standing committees: Finance, Conventions, and other temporary committees, such as an audit committee, may be appointed as needed or required. At least one member of each committee shall be a member of the Board of Directors.

ARTICLE VIII - AMENDMENTS

These By-laws may be amended by 2/3 affirmative vote of the entire Board of Directors at any regular or special meeting provided that written notice containing the proposed amendment shall be mailed or given to each member of the Board of Directors at least two weeks prior to the amendment meeting. Written proxies must be given or mailed to the chairman prior to the amendment meeting.
 

ADDENDUM - JOB DESCRIPTIONS

Job Description for the President:
 

1. Preside over Board of Director and General Membership meetings. All members are welcome at the Board meetings and every member has a right to be heard on any issue or decision. It is the President's job to make sure the meetings follow an agenda and stay on the topic currently being discussed, so that the meetings are productive and efficient.
 

2. Appoint necessary committees and committee chairpersons. The President decides what committee are needed and follows the committee's work to be sure that the assigned tasks are being completed on schedule.
 

3. Supervise the Executive Secretary who is a compensated employee of the Association. The Executive Secretary should report to and get direction from the President. The President should see that the secretary's duties are being performed properly and in a timely manner.

Job Description for the Vice-Presidents

1. Assist the President and be prepared to take over the duties of the President.
 

2. The Vice-Presidents should have a major committee chair such as convention. this provides good leadership and helps prepare the Vice-President for the Presidency.
 

3. The First Vice-President shall succeed to the Presidency following the term of the President, and the Second Vice-President shall succeed to the First Vice-Presidency and then to the Presidency.

Job Description of the Executive Secretary:

1. This is a compensated position reporting to the President and the Board of Directors.
 

2. The Executive Secretary is required to do clerical and management work for the Association. This includes minutes, financial records, membership billings, meeting agendas, convention planning, convention and other mailings, editing the newsletter, and being the contact person for meeting arrangements.
 

3. The Executive Secretary is not a policy maker, but can provide recommendations and continuity to the Association.

Job Description of the Board of Directors:

1. The Board of Directors manages the Association. Decision making and planning take place at the Board meetings. Board members are expected to become knowledgeable about the Association and the issues it deals with.
 

2. Board members are expected to serve on committees and have at least one special interest to improve the Association or advance it's goals.
 

3. Board members are expected to be supportive of the Association's political effort and provide leadership to the membership. Board members should be counted on for phone calls, letters, and meetings with elected officials.
 

4. Attendance at Board meetings is necessary to perform these duties and expected. There are four Board meeting annually. They should be scheduled at least one year in advance. One is held at the same date and place as the Fall Convention and one is held at the same date and place as the Spring Meeting. If a Board member must be absent, he or she is expected to contact the President as far in advance as possible.