Below is a complete set of the Bylaws. The new/revisions are highlighted to specifically call them out. If a line is not highlighted, it has not changed.

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 anyone 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 for an account on the WGA website, logs in at least once per year, and who is a resident of the state of Wisconsin as defined by Section 29.001 (69) of the Wisconsin State Statutes.

Individuals who do not meet these requirements may become WGA Friends as outlined in Article XVI.

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) directors-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 in-person 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 and 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 approximately two years, beginning at the first board meeting held following the annual general election. New board members will have immediate access to Board communication tools, but should refrain from resolution votes until the start of their term. 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’ chosen communication tool(s) a minimum of twice weekly. Any board member who will be unavailable for Board business for an extended period must notify the President before their absence from Board business. 

Board Meetings: The WGA Board of Directors shall meet on a regular schedule, usually monthly. The Board shall also meet in person at least once annually, usually for the first meeting after the general election.

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 a majority vote of the Board during the first meeting after the general election. Ranking order of officers is President, Vice President, Treasurer, Secretary.

The duties of the officers are as follows.

The President shall:

• Be accountable to the Board of Directors and members of the WGA.
• Initiate and preside over all general meetings of the Association and Board of Directors’ meetings.
• Be responsible for the general management and direction of the affairs and the operations of the WGA, to achieve the annual objectives set forth by the Board of Directors.
• Establish committees as needed. See Article XIV.
• Delegate specific duties to board members and/or committees as appropriate.

The Vice President shall:

• Perform the duties of the President in his/her absence.
• Assist the President, the Board, committee chairs, and the WGA in duties as requested by the President.
• Appoint a chairperson for each committee. See Article XIV.
• Oversee committee chairs.
• Maintain the assets of the WGA in a safe and usable condition with the assistance of other members to ensure that the purchase and maintenance of all assets is done in the most efficient and cost-effective way.

The Treasurer shall:

• Be responsible for all income and expenses including, but not limited to, billing all those who owe money to the WGA and paying all duly authorized expenses in a timely manner. This should be done to ensure that the WGA does not incur any late fees, fines, or financial penalties.
• Be responsible for holding WGA monies and depositing funds in a timely manner. If the Treasurer is unable to so, an officer or director-at-large will be appointed.
• Keep accurate financial records. A statement consisting of a beginning balance, monies received, monies dispersed, and ending balance for each month shall be prepared for each monthly meeting of the Board of Directors.
• Make an annual financial report following the structure of the monthly statements available to members to be presented at the first Board of Directors meeting after the general election. 
• Have their home address listed as the official WGA address.
• Keep a record of all receipts and deposits.

The Secretary shall:

• Oversee the recording, collection, and organization of the history of the WGA.
• Provide an agenda prior to all meetings, giving ample time for review by the members of the Board. 
• Record minutes of all meetings to be posted to the WGA website in a timely manner. 
• 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.
• 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.

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

Article VII: Elections

The highest-ranking officer of the current Board of Directors who is not a candidate themselves shall oversee elections and will have final say over any concerns that arise during the election period. If all officers are candidates, then the remaining board members who are not candidates shall determine one director-at-large to oversee elections.

Nominations: 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.

General Election: Notification of the general 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 to be filled. All voting by the members will be handled electronically.

The candidates who receive the most votes will be given the open Board positions. In the event of a tie between candidates for an open position, a run-off election will be held at the earliest opportunity and will last a minimum of seven (7) days. In the event of a subsequent tie between candidates, the winner will be selected by an anonymous simple majority vote of the current Board of Directors (excluding any director who is also a candidate in the run-off election). If there is still a tie, the winner will be decided by the flip of a coin in the presence of at least one witness.

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

Board Vacancies: If a board member vacates their position before the end of their term, the process to determine a replacement will depend on the duration of the term already served. All positions filled through these means shall be for the remainder of the term that was vacated.

Vacancies That Must Be Filled: Positions vacated within the first nine months OR between twelve and eighteen months of the term shall be offered to the first runner up candidate from the previous general election. If the first runner up does not accept the position, it shall be offered to the second runner up, and so on. If none of the candidates accept the position, a special election will be held to fill the vacancy in the same manner as a general election.

Vacancies That May Be Filled: When a position is vacated after nine months but before one year OR after 18 months, the Board may operate, at its discretion, with only the remaining eight members until the position can be filled in the next general election. In that case, the candidates with the highest vote totals in the general election will first fill the available two-year term positions and the candidate with the next highest vote total will fill the remainder of the term for the vacated position. If the remaining Board feels that they cannot operate efficiently with only eight members, the vacated position may be filled in the same manner as described in Vacancies That Must Be Filled above.

Officer Vacancies: All vacancies affecting officer positions must be addressed immediately. If the Presidency is vacated, the position will be assumed by the Vice President until the first meeting after the next general election. Vacancies for the positions of Vice President, Treasurer, or Secretary will be filled by another board member through a majority vote of the Board. The replacement will serve in that position until the first meeting after the next general election. When an officer vacancy coincides with an empty seat on the board, replacement of the officer may be delayed until the Board returns to nine members if the duties of the vacant officer position are maintained by other officers in a way that does not affect business as usual.

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 on the WGA website to 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 majority 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, removal as a committee chairperson, and/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 on their own behalf if they so choose. There is no appeal process.

Article X: Non-Discrimination Clause

The WGA shall not discriminate against people based on 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 majority 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 support the 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 officers shall be signatories on the WGA checking account with at least the Treasurer and one additional officer maintaining debit cards. 

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.

Article XIV: Committees

The President may establish committees as needed. For each committee:

Any WGA member or friend (see Article XVI) may serve on a committee, but only WGA members may serve as a committee chairperson. All committee members must abide by all WGA policies.

Committees may be dissolved upon agreement between the President and Vice President.

Article XV: Technology and Communication

Technology Use: The WGA may employ the use of technology tools such as but not limited to websites, internal communication platforms, and secure storage solutions. All technology shall be used at the discretion of the Board of Directors, and must be used in an ethical, non-discriminatory, and legal manner.

Social Media Use: The WGA may employ the responsible use of social media as needed to facilitate the goals of the organization and its committees. Responsible use means:

Article XVI: WGA Friends

Individuals who do meet the eligibility requirements to become full members of the WGA but otherwise support the purposes detailed in Article II may become a WGA friend by registering for an account on the WGA website.