Constitution and Bylaws of The Wisconsin Association on Higher Education and Disability (WIAHEAD)
ARTICLE I: NAME/PRINCIPAL OFFICE
Section 1: NAME
This not-for-profit, regional organization shall be known as the Wisconsin Association on Higher Education and Disabilities, or WIAHEAD (the “Association”).
Section 2: MISSION
The Association is an affiliate of the Association on Higher Education and Disability (“AHEAD”), a higher 501(c)(3) public charity located in Huntersville, North Carolina, which is committed to full participation of persons with disabilities in postsecondary education. AHEAD addresses current and emerging issues with respect to disability education and accessibility to achieve universal access.
Section 3: PRINCIPAL OFFICE
The Association may have such principal and other business offices, either within or without the State of Wisconsin, as the Executive Board may designate or as the activities of the Association may require from time to time.
Section 4: INITIAL REGISTERED OFFICE AND INITIAL REGISTERED AGENT
Office: WIAHEAD c/o ERI, 4126 Lien Road, Ste. 104, Madison, WI 53704-3605
Agent: Patrick P. Neuman, Boardman Suhr Curry & Field LLP
ARTICLE II: STRUCTURE
The Association has been established as a volunteer professional organization directed by an Executive Board and operated under the authority of the Executive Board. The Executive Board is comprised of elected officers and committee chairs, and its purpose is to carry out the mission of the Association through policy formation, fiscal management, open communication with the membership at large, maintenance of historical records, and development and oversight of the organization.
ARTICLE III: PURPOSE/MISSION
The purpose of the Association is to provide educational and professional development opportunities, develop a region-wide network of disability support services professionals, promote excellence in disability services through education, communication and training, and united disability services providers throughout Wisconsin. The Association shall be operated exclusively for charitable and education purposes under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal code.
Section 1: EDUCATIONAL OPPORTUNITIES
The Association shall serve as one of the region’s primary sources of expertise for information on disability, disability awareness, disability rights and responsibilities, and any other relevant information as it relates to higher education and disability. This objectively may be accomplished through any of the following means:
- a) Offering assistance to members on topical information, current issues and needed resources.
- b) Collecting and disseminating relevant information through various venues such as publications (electronic or hard copy) and training programs.
- c) Maintaining an up-to-date website with resources and links to other relevant sites.
Section 2: PROFESSIONAL DEVELOPMENT
The Association shall organize host activities for the purpose of providing professional development opportunities for disability services providers and their constituents in the region. This objective may be accomplished through activities such as:
- a) Hosting regional conferences to address both national and regional issues.
- b) Facilitating access to experts in areas of particular interest.
- c) Facilitating access to webcasts and other broadcasted events for remote and/or underfunded institutions.
- d) Sponsoring video- and/or teleconference meetings and presentations.
Section 3: PROFESSIONAL INTERACTION AND CONNECTING OPPORTUNITIES
The Association shall facilitate professional interacting and connecting opportunities for regional disability services providers and their constituents, with particular attention to remote and/or underrepresented institutions.
- a) Offering scholarships/fee waivers for representatives from these institutions to attend regional events and/or become members of the organization.
- b) Developing an electronic distribution list and/or a listserv that is all-inclusive.
- c) Holding some regional events in places that are more accessible to institutions in remote areas.
- d) Sponsoring video and/or teleconference meetings and presentations.
- e) Encouraging individuals from these areas to hold office and/or volunteer on committees in the Association.
ARTICLE IV: MEMBERSHIP
Section 1: BENEFITS
Membership shall be open and available to any interested person according to membership categories and dues categories as established by the Executive Board and contained in this Constitution and Bylaws. The benefits of membership include notice of the availability of educational materials and publications produced and/or distributed by the Association; reduced registration fees for regional events and conferences; eligibility to apply for scholarships/fee waivers for regional events and conferences; eligibility to apply for scholarships/fee waivers for regional events and conferences; eligibility to run for office, participate and/or chair Association committees, and vote in Association elections. Additional benefits may be determined by the Executive Board.
Section 2: ELIGIBILITY
The Association is committed to the values of diversity, inclusion and universal access. The Association acknowledges that embracing a wide spectrum of people with diverse opinions, perspectives, lifestyles and ideas will only enhance and make stronger growth and development and creativity of the association. The Association is an equal opportunity organization and does not discriminate in its membership with regard to race, ethnicity, national origin, religion, age, gender status, sexual orientation, disability, marital status or political affiliation. All interested individuals and institutions are encouraged to become members.
Section 3: MEMBERSHIP CATEGORIES
Membership dues shall be determined by the Executive Board and reviewed on an annual basis. Membership categories for this Association are as follows:
- a) Institutional Membership:
- i. Level I – Annual membership for 1-2 members with one vote each.
- ii. Level II – Annual membership for 3 or more members with three votes. Additional members from that institution may be added at an additional cost.
- b) Professional Membership: Any active professional in the field of disability services, higher education professional, or other interested individual. Each individual member is entitled to one vote in the organization.
- c) Emeritus Professional Membership: Any professional retired from the field of disability services, higher education, or other field which serves people with disabilities, and was a previous member of the Association. Each individual member is entitled to one vote in the organization.
- d) Student Membership: Any student enrolled in a Higher Education/Postsecondary institution interested dues not paid by March 1 of the academic year will result in termination of that membership.
ARTICLE V: MEETINGS
Section 1: ANNUAL MEETINGS
The Association shall hold an annual meeting of the members, generally in the fall of each academic year, for the purpose of electing officers of the organization and conducting the business of the organization as proposed or presented by any of its members. The Executive Board shall be responsible for giving due notice of the annual meeting to members of the Association. Additional special meetings may be called by Executive Board to address issues that affect the Association and its members. Any member may propose in writing to the Executive Board the calling of a special meeting, and the Board will then determine by resolution whether a special meeting is warranted.
ARTICLE VI: EXECUTIVE BOARD
Section 1: AUTHORITY
Executive authority of the Association shall rest with the Executive Board as described below. The Executive Board shall be comprised of the executive officers of the Association, whose number shall be no less than five. The Executive Board shall use this Constitution and Bylaws as the ultimate authority for the Association.
Section 2: ELECTED OFFICERS
The executive officers for the Association shall include President, President-elect, Secretary, Treasurer and Immediate Past President. The offices of President-elect, Secretary and Treasurer shall be elected by a majority vote of the members at an annual meeting. Because the office of President is filled by the outgoing President-elect, and the office of Immediate Past President is filled by the outgoing President, elections for these officers will only be held in the event the office is vacated or unable to be filled by the person in or coming in to that position. Nominations for all offices being vacated shall be accepted for a period of no less than 30 days, with notice of the nomination and election dates being given to the membership at least 21 days prior to the openings of the nomination period. Electronic voting shall be open and available to members for at least 15 days prior to an annual meeting for the purpose of allowing members who are unable to attend the annual meeting to exercise their voting rights. Voting for elections shall close by no later than 2:00 p.m. on the last day of the annual meeting, and the Immediate Past President shall announce the results of the election before the close of the annual meeting. The officers’ terms shall begin on January 1 following the elections. Each of these officers shall sit on the Executive Board, and their responsibilities are as follows:
President: The President shall serve a one-year term as the principal executive officer and shall preside over meetings of the members and of the Executive Board. the President shall be authorized to sign, in conjunction with another designated member of the Executive Board, any legal or fiduciary documents pertaining to the organization. The President shall provide general leadership and perform and/or delegate tasks necessary to carry out and advance the purpose of the Association. The President shall be an ex officio member of all standing committees and shall appoint chair persons for each such committee. Additional duties may be determined by the Executive board as necessary. The President shall coordinate the annual meetings. If the President-elect is unable, for any reason, to assume the office of President at the end of his or her term, the outgoing President shall call for nominations from the membership, and the incoming President shall be determined by a vote of the general membership.
President-elect: When the President is absent or unable, for any reason, to perform the duties of President, the President-elect shall perform these duties and have the full authority of the office of President until such time as the President is able to resume those duties. Additional duties of the President-elect shall be determined at the first organizational meeting of the Executive Board following an election, and may include such duties as coordinating committee operations and/or organizing the annual meeting for the following year. The President may assign additional duties to this officer during his or her term as needed. The President-elect shall serve as one-year term in this office, and a successor shall be determined by a vote of the general membership each year at annual meeting. At the completion of this term, the President-elect shall take the office of President for the next term.
Secretary: The secretary shall record the minutes of all meetings of the members and the Executive Board and keep them in the Association’s official records. Additionally, the Secretary shall be responsible for providing the membership with due notice of any Association upcoming events or votes; oversee the publication of all official Association documents, correspondence and announcements; and keep official records of all Association activities and actions. Additional duties may be assigned by the President and/or the Executive Board as necessary. The Secretary shall serve a two-year term, staggered with the term of the Treasurer, and elections for this office will occur every other year at the annual meeting. If the Secretary is, for any reason, unable to complete his or her term of office, the President shall appoint a new Secretary, subject to the approval of the Executive Board, for the remainder of the term. The individual replacing the elected Secretary is eligible to run for the office of Secretary at the next annual meeting.
Treasurer: The Treasurer shall have custody of and be responsible for all funds and securities of the organization; receive and provide receipts for all monies due and payable to the Association from any source, and deposit such monies in the name of the Association in account(s) designated by the Executive Board as Association accounts; disburse all fund of the organization, under policies approved by the Executive Board or the members or upon written direction of the President or designee, and shall authorize disbursements in writing prior to disbursement. The Treasurer shall keep accurate records of all the Association’s financial transactions, deposits and disbursements, and submit quarterly reports to the Executive Board and annual reports to the full membership reflecting the financial status and activities of that quarter or year. The Treasurer will maintain the official membership records. The Treasurer shall serve a two-year term, staggered with the terms of the Secretary, and elections for this office will occur every other year at the annual meeting. If the Treasurer is, for any reason, unable to complete his or her term of office, the President shall appoint a new Treasurer, subject to the approval of the Executive Board, for the remainder of the term. The individual replacing the elected Treasurer is eligible to run for the office of Treasurer at the next annual meeting.
Immediate Past President:When the President completes his or her term, he or she remains on the Executive Board for the following term as the Immediate Past President. The primary duties of this office are to serve as an advisor to the Executive Board and assist other members of the Executive Board with their responsibilities. In addition, this officer shall coordinate and conduct the annual elections for the Association according to election policies and procedures established by the Executive Board and approved by the membership. The Immediate Past President is also responsible for gathering input and evaluating the Association’s effectiveness in fulfilling its mission and reporting his or her findings to the Executive Board at the end of his or her one-year term.
If the Association is unable to determine a replacement for an outgoing officer, the Executive Board shall appoint an interim officer until such time as a replacement is found and approved by the membership. No elected officer shall be eligible to serve no more than two consecutive terms in the same office except by resolution of the Executive Board and consent of that officer.
Section 3: APPOINTED MEMBERS
Communication Chair: Permanent Appointed Position. The Communication Chair shall oversee the maintenance of mailing lists and email distribution lists, as well as maintain and update the group website. Additional duties may be assigned by the President and/or the Executive Board as necessary.
Additional members of the Executive Board shall be determined by the Executive Board and may include positions such as standing committee chairpersons, individuals representing specific areas of the region and/or types of institutions of higher education, or other such positions as deemed necessary by the Executive Board. These positions shall be appointed by the President with the approval of the rest of the Executive Board. Terms and responsibilities shall be described as the positions are created. All appointed positions shall serve a two-year term, with the possibility of serving consecutive terms with the approval of both the individual and the Board. The Association will strive for broad representation on the Executive Board.
ARTICLE VII: FINANCE
Section 1: RESPONSIBILITY
The Executive Board is responsible for maintaining the fiscal integrity of the Association and for ensuring financial stability and growth. The Treasurer shall serve as the chief financial officer for the organization.
Section 2: FISCAL YEAR
The fiscal year for the Association shall be from January 1 – December 31.
Section 3: TRANSACTIONS
All financial transactions, fees and references made thereto will be in U.S. funds.
Section 4: PERMITTED ACTIVITIES
Notwithstanding any other provision of these Constitution and Bylaws, the Association shall not carry on activities not permitted to be carried on by an association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
- a) No dividends, liquidating dividends, or distributions shall be declared or paid by the Association to any private individual to any member, officer or sponsor of the Association.
- b) No substantial part of the activities of the Association shall consist in carrying on propaganda or otherwise attempting to influence legislation. The Association shall neither participate in, nor intervene in, any political campaign on behalf of (or in opposition to) any candidate for public office, including the publishing or distribution of any statements.
- c) No part of the net earnings or net income of the Association shall inure to the benefit of any private individual or any member, officer, or sponsor of the Association; provided, however, that such a person may receive reasonable compensation for personal services rendered, or reimbursement for reasonable expenses incurred, which are necessary to carrying out the exempt purposes of the Association.
ARTICLE VIII: DISSOLUTION
Section 1: PROCESS OF DISSOLUTION
The decision to dissolve the Association requires a vote of the membership, with a 2/3 majority voting to dissolve.
Section 2: DISTRIBUTION OF ASSETS
In the event of dissolution by the Association, the Executive Board shall, after paying or making provision for the payment of all liabilities of the Association: (a) distribute all of the assets of the Association exclusively to AHEAD, provided AHEAD is an organization then described in sections 170(c)(2), 501(c)(3) and 2522(a)(2) of the Internal Revenue Code (excluding a private foundations as described by Code section 509(a)); or (b) if AHEAD is not then so described, then to one or more other organizations then described in sections 170(c)(2), 501(c)(3) and 2522(a)(2) of the Internal Revenue Code (except that no private foundation as defined by Code section 509(a) shall be a recipient) or to one or more units or agencies of federal, state, or local government, as the Executive Board shall determine, to be used exclusively for charitable or educational tax-exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Any of such assets not so distributed shall be distributed to one or more such organizations for such tax-exempt purposes as determined by the Circuit Court of the county in which the principal office of the Association is then located.
ARTICLE IX: COMMITTEES
The President, with the approval of the Executive Board, shall name standing and ad hoc committees as deemed necessary to conduct the business of the Association. All such committees shall operate within the purpose and mission of the Association as contained in Article III of this document, and they shall be specifically charged as to their purpose and function. Standing committees shall remain in operation at the discretion of the Executive Board, and ad hoc committees shall be dismissed upon completion of their assigned tasks. Standing Committees will be Professional Development, Membership and Communications. The Association will strive for broad representation from membership.
ARTICLE X: AMENDMENTS
Section 1: PROPOSALS FOR AMENDMENT
Proposals for amendment, alteration or repeal of this Constitution and Bylaws, or for adoption of a new Constitution or Bylaws, may be initiated by resolution of the Executive Board, by unanimous resolution or consent of a standing committee, or by petition of at least 10% of the membership.
Section 2: SUBMISSION OF PROPOSALS
Proposals for amendment, other than those initiated by resolution of the Executive Board, shall be submitted to the Executive Board in writing, which, in turn, shall call for a vote of the membership. The Executive Board may call a special meeting of the membership to discuss the amendment, may submit the amendment to a vote by mail (and e-mail or web posting where practicable), or, when within a reasonable timeframe, may submit the amendment to the members for a vote at the annual meeting.
Section 3: APPROVAL
This Constitution and Bylaws may be amended, restated or repealed and new Bylaws may be adopted only by 2/3 majority of those members of this Association voting in accordance with this Article X.
Section 4: NOTICE
The Secretary shall give due notice (at least 30 days) to the members of the Association regarding the content of an amendment or restatement and the nature and date of the upcoming vote on the amendment or restatement.
The undersigned, who are the duly elected, qualified and acting President and President-Elect of the Wisconsin Association on Higher Education and Disabilities (“WIAHEAD”), hereby certify that the foregoing Restated Constitution and Bylaws were duly adopted by the members of WIAHEAD at a meeting of the members held on November 17, 2011 and said Restated Constitution and Bylaws have not been amended, modified, or rescinded and remain in full force and effect.
THE WISCONSIN ASSOCIATION ON HIGHER EDUCATION AND DISABILITY
By: Martha Bledsoe, President
By: Lilian O’Connell, President-Elect