By -Laws

These Bylaws shall be interpreted in a manner consistent with, and not contrary to, the Articles of Incorporation of Justiceworks, Ltd. Whenever a provision of the Articles of Incorporation is inconsistent with these Bylaws, the provision of the Articles of Incorporation shall control.

I. Name.
The name of the corporation shall be Justiceworks, Ltd.
II. Purpose.

Exempt Organization. The corporation is organized and shall be operated exclusively for charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue law; hereinafter the “Internal Revenue Code”); to engage in activities relating to the aforementioned purposes; to make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code; and to invest in, receive, hold, use and dispose of all property, real or personal, as may be necessary or desirable to carry into effect the aforementioned purposes.

Limitation. Notwithstanding any other provisions of these Bylaws, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Community Justice Organization. The corporation shall serve as a community justice organization dedicated to the advancement of programs and practices of justice which secure right relationships within the communities of Portage County, and shall have other purposes as approved by the Board of Directors or members and authorized by Chapter 181 of the Wisconsin Statutes.

Members.

Membership shall be open to all adult residents of Portage County committed to the principles of community justice.

A. Voting Members. Voting members shall be selected on a representational basis before the first meeting of the membership. Voting members have all privileges of membership and shall each be entitled to one vote on any matter requiring a vote. Proxy voting shall not be permitted. There shall be no more than 50 voting members of the corporation selected according to the following schedule. (The subsets shown in parenthesis below each selection category are illustrative or instructional, not mandatory.)

The incorporators shall invite and select the original voting members.

Legal Practice (Not more than 3)
(District Attorney’s office, Public Defender, Bar Association, Judiciary)

Coalition for Justice (Not more than 5)
(County Board members, City/Village officials, planning professionals)

School/Youth Service (Not more than 6)
(YMCA, Boys and Girls Club,
Parochial Schools, Rural schools,
Stevens Point Area School Dist.)

University of Wisconsin-Stevens Point and other post secondary educational corporations (4)

Victim/Offender Representation
(Not more than 8)
(Victim/Witness Coordinator, victims, ex-offenders, victim corporations)

Law Enforcement (Not more than 4)
(Sheriff’s Dept, Stevens Point Police Dept, Plover Police Dept, UWSP Protection and Security)

Clergy (Not more than 3)

Treating professionals (Not more than 3)
(Ministry Behavioral Health, Health & Human Services, health care practitioners)

Service Providers (Not more than 5)
(Portage House, Salvation Army, CAP Services, Prism, Portage County Legal Aid Society, Big Brothers/Big Sisters)

Business/Associations (Not more than 2)
(St. Michael’s, Downtown Business Association)

Community/Housing (Not more than 5)
(Citizens, Hmong Association, Landlord/Tenant Assoc, Ahora, [Spanish speaking])

B. Non-voting Members. Non-voting members shall be entitled to receive publications, attend meetings, serve on committees, provide input to voting membership and have any other privileges as may be granted by the Board of Directors, but they shall not be entitled to vote.

C. Removal and Replacement of Members.

1. Members may be removed either upon a vote of two-thirds vote of the Board of Directors or upon a recommendation by a vote of a majority of the Board of Directors and a vote of two-thirds of all eligible voting members.

2. Voting membership shall be maintained as nearly as possible to 50 members. Replacement for voting members shall be appointed by the Board of Directors based upon the categories for selection described above.

D. Meetings of Members.

1. Annual Meeting. In each calendar year, an annual meeting of members shall be held during the month of April. The Board of Directors shall give at least 30 days written notice of an annual meeting to each member (voting and non-voting) at the mailing or email address of the member shown in the records of the corporation or by posting such information on the corporation’s website. It shall be the responsibility of each member to inform the corporation of any change in address.

2. Special Meetings. Special meetings of members may be called by the President, by a majority of the Board of Directors, or by a written request signed by five percent or more of the voting members. Special meetings shall be on ten days written notice, which shall describe generally the business to be transacted at the meeting. Such notice may be given in the same manner required for the annual meeting.

3. Place of Meetings. All meetings of members shall be held within Portage County, Wisconsin.

4. Voting. Unless otherwise specifically required herein, there shall be no specific quorum requirement and voting shall be by voting members present at a meeting. Proxy voting shall not be allowed.

5. Procedure. Meetings shall be conducted pursuant to Robert’s Rules of Order unless some other procedure is approved by a two-thirds vote of voting members present and voting.

6. Adjournment. Meetings may be adjourned from time to time without further notice.

IV. Directors.

A. Number. The management of the corporation shall be vested in a Board of Directors consisting of no less than seven persons and no more than twenty-one.

B. Powers of Directors. Directors shall be granted the authority to manage the corporation to the extent provided by Wisconsin law.

C. Term. The term of each director shall be three years. Terms of directors shall be staggered, with the terms of the initial directors to be determined by lot.

D. Election. Election of directors shall take place at the annual meeting of members. Each voting member may cast one vote for each director position open for election at such meeting. Election shall be by a majority of the voting members present at the meeting, provided a quorum described in Section E is present. If no candidate receives a majority of votes in the first round of balloting, the two candidates with the most votes will stand for election in a second round.

E. Quorum. A quorum of the voting membership for the election and removal of directors shall be at least thirty (30) percent of the voting membership in the corporation’s records.

F. Vacancies. In the event of a vacancy on the board due to board expansion, death or resignation, a majority of the Board of Directors shall appoint a successor to fill the vacancy for the remainder of the term for that position.

G. Removal. A director may be removed with or without cause by a vote of two-thirds of all eligible voting members or by two-thirds vote of the Board of Directors.

H. Meeting of Directors.

1. Annual Meeting. There shall be an annual meeting of directors held during the month of April during each calendar year immediately following the meeting of members. The Board of Directors shall give at least 30 days written notice of the annual meeting at the same time and in the same manner notice is given of the annual membership meeting.

2. Regular Meetings. At its annual meeting, the board shall set a schedule of regular board meetings for the period until the next annual meeting. A single written notice of regular board meetings will be given to all directors not present at the annual meeting within 10 days following the annual directors’ meeting. No further notice of regular directors’ meetings shall be required.

3. Special Meetings. Special meetings of directors may be called by the president or by any director. Special meeting shall be on five days written notice, which shall describe generally the business to be transacted at the meeting. A majority of the Board of Directors may consent to a special meeting on less notice in emergency circumstances.

4. Place of Meetings. All meeting of directors shall be held within Portage County, Wisconsin.

5. Voting. Voting shall be by directors present at the meeting. Proxy voting shall not be allowed.
6. Procedure. Meetings shall be conducted pursuant to Robert’s Rules of Order unless some other procedure is approved by a two-thirds vote of directors present and voting. All meetings of the Board of Directors shall be open to the membership of the corporation except the board may meet in closed session to consider issues which would be considered exceptions to the requirements of Wisconsin’s Open Meeting Law or upon the vote of two-thirds of the entire Board of Directors.

7. Alternate Voting Procedures. Acting by unanimous consent or conducting meetings telephonically shall be permitted to the extent and under the conditions permitted by law.

I. Compensation. Directors shall receive no compensation but shall be entitled to reimbursement of reasonable out-of-pocket expenses as approved by the Board of Directors.

J. Indemnification. Directors shall be entitled to indemnification for action as directors to the extent permitted by Wisconsin law.

K. Committees. The Board of Directors may establish any standing or special committees as it deems appropriate, provided that such committees may not exercise the powers of the board.

V. Officers.

A. In General. The officers of the corporation shall consist of a president, secretary, and treasurer. The Board of Directors may establish additional offices of vice-president, assistant treasurer and assistant secretary.

B. Election and Terms. The officers shall be elected by the Board of Directors. Each officer shall serve a term of four years. An officer may be removed by a two-thirds vote of the board at any time.

C. Duties. The duties of each office shall include, but not be limited to, duties prescribed by law and those additional duties set forth below. The president may assign additional duties to any officer as the president deems appropriate.

1. President. The president shall have such responsibilities and powers as may be delegated to the president by the Board or these Bylaws. The president shall at all times be subject to the policies, control and direction of the Board. The president may sign and execute, in the name of the Corporation, any document authorized by the Board, except when the signing or execution shall have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The president shall preside at all meetings of the Board of Directors and members. The president shall, whenever necessary, prescribe the duties of other officers and employees of the Corporation, in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board.

2. Vice President. The vice president shall exercise the duties of the president in the absence or incapacity of the president. If the president should die, resign, or be removed from office, the vice president shall succeed to the office of the president for the duration of the president’s term.

3. Secretary. The secretary shall maintain all records of the corporation and shall prepare minutes of all meetings of the Board of Directors and members.

4. Treasurer. The treasurer shall have custody of the funds of the corporation and shall maintain all financial records of the corporation. The treasurer shall report to the president, Board of Directors, and members on the financial status of the corporation.

5. Assistant Treasurer. The assistant treasurer shall assist the treasurer in the performance of his or her duties and shall act in the absence or incapacity of the treasurer. In the event that the treasurer dies, resigns, or is removed from office, the assistant treasurer shall succeed to the office of treasurer for the remainder of such term.

6. Assistant Secretary. The assistant secretary shall assist the secretary in the performance of his or her duties and shall act in the absence or incapacity of the secretary. In the event that the secretary dies, resigns, or is removed from office, the assistant secretary shall succeed to the office of secretary for the remainder of such term.

Officer Qualifications. Officers may, but are not required to be, members of the Board of Directors.

Multiple Offices. One person may hold not more than one of the above offices at one time, except the offices of vice-president and secretary or vice-president and treasurer may be combined.

Compensation. All officers shall serve without compensation except that they may be reimbursed for reasonable out-of-pocket expenses incurred in performance of the duties of their office.

Indemnification. Officers shall be entitled to indemnification for action as officers to the extent permitted by Wisconsin law.

VI. Miscellaneous.

A. Fiscal Year. The fiscal year of the corporation shall end on January 31st.

B. Delegated Authority. In addition to any other powers provided herein or by law, the Board of Directors may authorize one or more officers of the corporation to execute and deliver instruments, open bank accounts, execute checks and drafts in the name of the corporation, make or obtain loans, and sell, assign, or pledge securities.

C. Notice. Whenever these bylaws require notice to members or directors, such notice shall be mailed by regular first class mail to the address as shown on the records of the corporation. Each member and director shall be responsible for advising the corporation of his, her, or its current mailing address. In all cases, notice shall be deemed given on the date of mailing.

D. Financial Drafts. All drafts on any account of the corporation and any document incurring debt on behalf of the corporation shall be signed by not less than two of the corporation’s officers.

E. Non-discrimination. The corporation shall provide equality of opportunity in providing services to all persons, including employees with respect to hiring, continuation and promotion, without discrimination or segregation on the ground of race, color, religion, national origin, sex, age, handicap or disability, or sexual orientation.

F. Policy on Conflict of Interest.

1. Purpose. The purpose of the conflict of interest policy is to protect Justicworks, Ltd.’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.

2. Definitions.

a. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(1) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,

(2) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or

(3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

3. Procedures.

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest.

(1) An interested person may make a presentation at the governing board, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(2) The chairperson of the governing board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(3) After exercising due diligence, the governing board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

(4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest Policy.

(1) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(2) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

5. Compensation.

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

6. Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

7. Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

8. Use of Outside Experts. When conducting the periodic reviews as provided for in Paragraph 7 above, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

VII. Amendment.

A. Members. These bylaws may be amended by a vote of two-thirds of the voting members of the corporation present and voting at a meeting duly called for such purpose or at the annual meeting. Written notice of the meeting, including the text of the proposed bylaw amendment, must be given to each voting member at least 20 days prior to the date of the meeting.

B. Directors. These bylaws may also be amended by a vote of two-thirds of the entire Board of Directors at a duly called regular or special meeting of the board, provided that written notice of the text of any proposed amendment must be given to each director and all voting members at least 10 days prior to the date of the meeting. Provided, however, that no amendment adopted by the members may be altered or repealed by the Board of Directors.

Executive Director.

The executive director position will be an at-will employee of the corporation. Pay and benefits for the executive director shall be set as determined by the Board of Directors or by the committee specifically identified by the Board of Directors to handle employee personnel matters. The executive director shall have such responsibilities and powers as may be delegated by the President, the Board or these Bylaws. The executive director shall manage the day to day operations of the Corporation under the direction and guidance of the President and Board.

No Corporate Seal.

The corporation shall exist without a corporate seal. A statement to that effect may be made on any documents requiring a seal.

CERTIFICATION

The undersigned Corporate Secretary does hereby certify that the foregoing Bylaws were duly adopted by the voting members of Justiceworks, Ltd. on the 12th day of May, 2004, and amended the 21st day of April, 2005 and on the 24th day of October, 2007.

David M. James - Secretary

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