Adopted by the Members of the Board of Directors at Lake Delton, Wisconsin,
October 29, 1972, and amended by the Board of Directors at Stevens Point,
Wisconsin on May 1, 1983; and amended again by the Board of Directors at
Madison, Wisconsin on September 23, 1984; and amended again at Green
Bay on October 11, 1987; and amended again at Fond du Lac on February 6,
1988, and amended again by the Board of Directors at Stevens Point on February
5, 1994.
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.
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