Wisconsin Geocaching Association

Wisconsin Geocaching Association Bylaws

Last modified: March 14, 2009

Article I: Organization Name
The name of the organization is the Wisconsin Geocaching Association, hereafter referred to as the WGA.

Article II: Purposes
The purposes of the WGA are to:

Work as closely as possible with the Wisconsin Department of Natural Resources (DNR), and other property management officials to protect the rights of individuals to geocache in the state of Wisconsin.
Provide an opportunity for geocachers in the State of Wisconsin to gather and socialize with one another.
Promote the "Cache In Trash Out" and "Leave No Trace" programs to help in the maintenance of parks and trail systems.
Educate Wisconsin geocachers about the responsible use of natural resources and educate non-geocachers about the sport of geocaching.

Article III: Membership
Membership in the WGA shall remain open to all interested persons who support the purposes detailed in Article II. An active member shall be defined as an individual at least sixteen (16) years of age who registers with the WGA annually and who is a resident of the state of Wisconsin as defined by Section 29.001 (69) of the Wisconsin State Statutes.

Article IV: Board of Directors
The management and administration of the affairs of the WGA shall be governed by a Board of Directors consisting of nine (9) members: four (4) officers and five (5) Members-at-Large.

Duties: The Board of Directors shall oversee the affairs and business of the WGA. The Board will make policies and set guidelines to govern the affairs of the WGA. Business may be conducted via meetings, telephone, or other electronic means.

Voting: All members of the Board of Directors shall have equal voting rights with no more than one (1) vote per Board member. Board resolutions require a simple majority vote of a quorum (see Article XI). At the President's discretion, Board business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board members of the vote.

Terms: A Board Member's term in office shall be two years. Terms will be arranged so that approximately half of the Board positions will be up for election each year. Board Members may be re-elected. Individuals elected to fill vacancies will serve the remainder of the standard term of office.

Eligibility: All active members twenty-one (21) years of age or older that have been actively geocaching for a minimum of six (6) months are eligible to serve on the Board of Directors.

Selection of Board Members: See Article VII, Elections.

Board Member Activity: Board Members are required to attend 75% of the meetings and participate in Board discussions and decision making on a regular basis, including accessing the Board of Directors' Forum a minimum of twice weekly. Any Board Member who will be unavailable for Board business for an extended period must notify the President before his or her absence from Board business.

Board Meetings: The WGA Board shall meet in person at least once annually.

Article V: Officers
The WGA shall have a President, a Vice President, a Treasurer and a Secretary. Officers are members of the Board of Directors and are appointed by the Board.

The duties of the officers are as follows

The President shall:

Preside over all Association meetings and Board of Director meetings.
Sign contracts and agreements on behalf of the WGA.

The Vice President shall:

Perform the duties of the President in the absence of the President.
Assist the President, the Board, and the WGA in duties as requested by the President.
Maintain a ledger describing WGA property.

The Treasurer shall:

Be responsible for all income and expenses.
Keep accurate financial records.
Make timely deposits of all monies received.
Bill all those who owe money to the WGA.
Pay duly authorized expenses in a timely manner.
Make an annual financial report available to members.

The Secretary shall:

Record minutes of all meetings.
Maintain a file of legal documents and licenses of the WGA, past minutes, newsletter archives and other official documents.
Record and receive all copies of contracts and agreements consummated by the WGA.
Oversee notification of WGA activities to the members. Notice of the date, time and location of meetings shall be given to members at least two weeks prior to the meeting.
Maintain a list of active members and officers.
Conduct and respond to correspondence as required.

Article VI: General Membership Meetings
General membership meetings will be held annually at a minimum, or more often if required. All members and interested parties are invited to attend and participate in the general membership meetings. All general membership meetings will be conducted in accordance with Robert's Rules of Order, latest edition.

The purpose of the general membership meetings shall be to discuss and approve current and future initiatives, solicit involvement and provide a forum for the exchange of information among members. Agenda items may include cache hunts, slide shows or video tapes of geocaching areas and activities, or educational presentations.

Article VII: Elections
All active members may submit nominations for open positions on the Board of Directors. If two (2) or more active members nominate an individual that person will be considered a candidate for the Board if willing. A member shall not be permitted to nominate himself or herself for the Board.

Nominations will be accepted at least one month prior to the start of voting for each election, providing sufficient time to determine the candidates for the election. Nominations will be accepted up until the start of voting.

Notification of the election of Board Members shall be given to the General Membership by publishing on the WGA web site at least fourteen (14) days prior to the conclusion of voting. Voting will begin as soon as the General Membership is notified of the election.

Voting for the Board of Directors will conclude at 11:59pm Central Time on the second Sunday in February of each year.

All active members shall have equal voting rights with no more than one (1) vote per member per open Board position being voted on. All voting by the members will be handled electronically.

The candidates who receive the most votes will be given the open Board positions being voted on. In the event of a tie between candidates for an open position, a run off election will be held at the earliest opportunity.

A quorum (see Article XI) is required for an election to be valid.

Special elections to fill vacancies in the Board of Directors will be held as necessary. If a vacancy exists in the Board, an election process identical to the standard election process described above will be initiated.

Article VIII: Bylaws
The Board will be solely responsible for the bylaws of the WGA. The Board may adopt, amend, or repeal the bylaws only after a minimum of seven days of advance notice (providing the specific contents of the proposed action) is given to each Board member and made available to all WGA members. All proposed bylaw modifications will be published in the WGA forums, and allow for a seven day comment period prior to the Board of Directors voting on the modification. The Board may then approve any proposed bylaw change with a two-thirds vote.

Article IX: Disciplinary Action
As determined by the Board, any member whose actions are deemed to run counter to the best interests of the WGA shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the Board. Disciplinary actions that may be taken include removal from the Board or the revocation of membership.

Should the Board feel that disciplinary action is necessary, the Board will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she so chooses. There is no appeal process.

Article X: Non-Discrimination Clause
The WGA shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.

Article XI: Quorum
Fifteen (15) active members will constitute a quorum for general meetings and Board elections.

Five (5) board members will constitute a quorum for Board meetings.

Article XII: Termination
Dissolution of the WGA may occur by a two-thirds vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred to the nearest geocaching-related organization approved by the Board.

Article XIII: Property, Funds, and Assets
All income received by the WGA shall be deposited in an operations fund. The monies in the operations fund shall be used to the support missions and activities of the WGA as determined by the Board of Directors.

The WGA shall maintain all funds in any bank or savings and loan association whose deposits are insured by an agency of the United States. The Board of Directors shall determine the financial institutions used for this purpose. All checks drawn from checking accounts and withdrawals from savings accounts shall require the signature of the Treasurer and President. In the event of their unavailability the Treasurer and/or President may designate that the Vice President or Secretary may sign WGA checks during the period when the Treasurer and/or President are unavailable to do so.

There shall be no distribution of WGA funds, property, or assets to its members except in support of the mission and activities of the WGA as determined by the Board of Directors.

The fiscal year of the WGA will coincide with the calendar year.