(Revised 9/19/2008)
ARTICLE I - NAME
The name of this organization shall be the Wisconsin Association of Public Purchasers, a chapter of the National Institute of Governmental Purchasing, Inc.
ARTICLE II - PURPOSES
This Association is organized and shall be administered and operated exclusively to receive, administer, and expend funds for the following charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986:
In
order to accomplish the foregoing charitable and educational purposes, and for
no other purpose or purposes, this Association shall also have all of the
powers granted to nonprofit Associations by applicable state law; provided,
however, that this Association shall not, except to and in any substantial
degree, engage in any activities or exercise any powers that are not in
furtherance of the primary purposes of this Association.
ARTICLE III - MEMBERSHIP
Any person who subscribes to the objectives of this organization and is willing to actively support them is eligible for membership in the Association. Membership categories are Regular and Retired.
ARTICLE IV - GOVERNANCE
The Association is governed by Executive Committee. Three members of the Executive Committee shall be Agency Representatives or Individual Members of the National Institute of Governmental Purchasing, Inc.
ARTICLE V - MEETINGS
Regularly scheduled meetings of the Association members shall be held. Notice of all meetings shall be served upon the membership prior to the scheduled meeting date.
ARTICLE VI - COMMITTEES
Standing and Special Committee Chairpersons shall be appointed by the President.
ARTICLE VII - ADMINISTRATION
Officers of the Association shall not be compensated for their services. Officers may perform services for the Association as needed. All acts performed by and in the name of the Association must be done with proper authority. The fiscal year for the Association is January 1 through December 31.
ARTICLE VIII - FINANCES
The Association may be financed by annual
dues assessed its members and gifts or contributions.
Accurate records shall be maintained to show the receipt and
expenditure of all funds by the Association. Financial records shall be
reviewed once each fiscal year as provided in the by-laws.
ARTICLE IX – RESTRICTIONS ON ACTIVITIES
1. No part of the net income of the Association
shall inure to the benefit of or be distributable to its directors, officers,
or other private persons, except that the Association shall be authorized and
empowered to pay reasonable compensation for services actually rendered and to
make payments and distributions in furtherance of the purposes and objects set
forth in Article II hereof. No substantial part of the activities of the
Association shall be the carrying on of propaganda or otherwise attempting to
influence legislation, and the Association shall not participate in or
intervene in any political campaign on behalf of or against any candidate for
public office.
2. Notwithstanding any other provisions
set forth in these Articles of Incorporation, at any time during which it is
deemed a private foundation, the Association shall not engage in any act of
self-dealing as defined in Section 4941(d) of the Internal Revenue Code of
1986; the Association shall distribute its income for each taxable year at such
time and ins such manner as not to become subject to the tax on undistributed
income imposed by Section 4942 of the Internal Revenue Code of 1986; the
Association shall not own any excess business holdings that would subject it to
tax under Section 4943 of the Internal Revenue Code of 1986; the Association
shall not make any investments in such manner as to subject it to the tax
imposed by Section 4944 of the Internal Revenue Code of 1986; and the
Association shall not make any taxable expenditures as defined in Section
4945(d) of the Internal Revenue Code of 1986.
Any reference in this document to any section of the Internal Revenue
Code of 1986 shall be deemed to incorporate by reference the corresponding
provisions of any subsequent federal tax laws.
3. Notwithstanding
any other provision of these Articles, the Association shall not conduct or
carry on any activities not permitted to be conducted or carried on by an
organization exempt under Section 501(c)(3) of the Internal Revenue Code of
1986, or by an organization contributions to which are to be deductible under
Section 170(c)(2) of such Code.
ARTICLE X - DISSOLUTION
Upon the dissolution
of the Association or the winding up of its affairs, the assets of the
Association shall be distributed exclusively to
the National Institute of Governmental Purchasing, Inc. (“NIGP”), a Wisconsin
nonprofit corporation, if NIGP is then exempt from federal income tax under
§501(c)(3), and contributions to NIGP are then deductible under §170(c)(2) of
the Internal Revenue Code of 1986, for the Association’s charitable and
educational purposes; and if not, then to other organizations that are then
exempt from federal income tax under §501(c)(3), and to which contributions are
then deductible under §170(c)(2) of the Internal Revenue Code of 1986.
(Revised 9/19/2008)
ARTICLE I - MEMBERSHIP
1. Membership shall consist of Regular and Retired memberships.
1.1 Regular Membership: Membership in the Association shall be open to all public institution procurement and materials management personnel including federal, state, county, city, village, township, public school systems, colleges, universities, hospitals, commissions, authorities and any other political subdivision of the State; full time employees of NIGP member agencies provided they spend the majority of their time involved in purchasing or materials management functions; and publicly employed persons with full time positions having a direct influence on the public procurement process, such as elected officials, department heads and educators.
1.2 Retired Membership: Retired membership may be conferred upon members of this Association when they retire from pursuit of their livelihood through active employment. Retired Members shall be entitled to vote and hold office and shall be exempt from payment of dues.
2. Admission:
Membership is granted to all applicants who qualify under Paragraph One and in
the case of regular membership, pay dues.
3. Revocation: The
Officers may revoke the membership of any person for nonpayment of dues, or for
other just cause, including violations of the NIGP Code of Ethics. A
person considered for membership revocation, except for nonpayment of dues,
shall be provided written notice of the proposed action by the Officers and be
given opportunity to show cause as to why the membership should not be revoked.
ARTICLE II - OFFICERS AND ADMINISTRATION
1. The Officers of the Association are President, Vice President, Secretary and Treasurer.
1.1 President: The President shall exercise general supervision over the affairs of the association, preside over all meetings of the association, be a member ex-officio of all committees and perform all duties incident to the office of the President.
1.2 Vice President: The Vice President shall assist the President and shall exercise the function of President in the President's absence. The Vice President shall be the Chairperson of the Program Committee and be responsible for maintaining the Program Library.
1.3 Secretary: The Secretary shall maintain a written record of the proceedings of all meetings of the Association, assure that all notices of meetings and other important information of the Association are mailed to the Association members and to the National Institute of Governmental Purchasing, maintain the permanent records of the Association and perform other duties assigned by the President.
1.4 Treasurer: The Treasurer shall be responsible for the funds of the Association and shall pay the bills of the Association as approved by the Executive Committee and shall maintain a complete record of receipts and disbursements. The Treasurer shall present a report of the receipts, disbursements and balance of the funds of the Association at all regular meetings. The Treasurer shall perform other duties assigned by the President.
2. Executive Committee: The Association shall be governed by an Executive Committee, chaired by the President, consisting of the immediate Past President, Vice President, Secretary, and Treasurer. It shall be the duty of each member to attend each meeting of the Executive Committee. The Executive Committee shall control and manage the affairs and finances of the Association and shall have authority to take actions that will serve the best interest of the Association and its Members. The Executive Committee shall have authority to expend or commit funds or otherwise cause indebtedness of the Association to the extent allowed and for the purposes specified in the annually approved budget and any amendments thereto adopted during the year by the membership.
3. Fiscal Year: The
fiscal year of the Association shall be January 1 through December 31.
ARTICLE III - NOMINATIONS AND ELECTIONS
A council comprised of the past presidents of the Association will recommend a slate of officers to the membership at least thirty (30) days prior to the Annual meeting. Officers shall be elected each year at the Annual meeting of the Association from the slate of candidates presented by the Past Presidents Council and any eligible and consenting members nominated from the floor. A simple majority vote of members present will be required for a candidate to win election. The following officers shall be elected:
In the event of a vacancy in an officer's position during their term, the Executive Committee may appoint a replacement.
Only members in good standing for a least one year immediately preceding the election are eligible for the Office of President or Vice President.
ARTICLE IV - TERM OF OFFICE
The term of office for all officers shall be one year commencing on January 1.
ARTICLE V - REMOVAL OF OFFICERS
The Executive Committee may, by a majority vote, remove any Officer for just cause. The Officer shall be given, by certified mail, written notice of any such action of the Executive Committee together with a detailed statement of the reasons thereof. Said Officer may appeal the removal action to the membership present at the next meeting.
ARTICLE VI - MEETINGS
The
Association shall meet a minimum of three (3) times each year. The date
shall be determined by the Executive Committee after consultation with the
meeting host. The President may call a special meeting at any time. A minimum ten days prior written notice of
any meeting shall be given to the membership.
1.
Annual Meeting: The purpose of the
last meeting of the year, which shall be called the annual meeting, shall be to
elect officers, present annual reports from each standing committee, present an
annual written financial statement and to transact other association business.
2.
Special Meetings: Special Meetings
of the Association may be called by the President. A Special Meeting must be called by the President at the request
of a member in good standing and upon approval of the Executive Committee or
upon approval of a simple majority of the membership.
3. Committee Meetings: Committees shall meet as often as necessary to accomplish their goals and objectives.
4.
Notice of Meetings: Written notice
of the purpose, time and place of any meeting of the Association shall be given
by the Secretary to all members. Such notice shall be given to members no
less than ten (10) days and no more than sixty (60) days prior to the meeting.
5. Form of Meeting Notice: Any of the following shall constitute proper notice of meeting.
5.1 Publication of meeting information (date, time, place, agenda) in a newsletter, which is mailed via email or USPS to all on the most current roster.
5.2 Email message containing meeting information as specified in 5.1 above, broadcast to all WAPP members whose email address is listed in the most current roster.
6.
Voting: Each Regular Member or
Retired Member in good standing shall be entitled to one (1) vote. Except as
otherwise provided by the Constitution or By-Laws of the Association, a
majority of the votes cast by the membership at a meeting duly called shall be
sufficient to take or authorize action upon any matter which may properly be
brought before the members in attendance.
7. Authority: Except where inconsistent with these By-Laws, Roberts Rule of Order shall govern the conduct of the meetings of the Association.
ARTICLE VII - COMMITTEES
1. Standing Committees: The Standing Committees of the Association shall be as follows:
1.1 Past Presidents' Council: The Past Presidents' Council shall consist of current and past Presidents of the Association and shall serve as the Nominating Committee. The Council will have an annual meeting which coincides with the Association's Annual meeting and the immediate past President shall serve as the chairperson until the next annual meeting. The purpose of the Council is to advise the association's Executive Committee and conduct activities approved by the membership which promote the professionalism of public purchasing.
1.2 Education and Professional Development Committee: The Education and Professional Development Committee's primary responsibilities are, subject to approval by the Executive Committee, to plan, establish and coordinate educational programs, which further the knowledge, expertise and professionalism of the membership. Organizing workshops and NIGP Seminars to help association members attain certification as CPPB or CPPO are examples. The Committee Chairperson shall make an annual report of the Committee's activities and accomplishments at the Annual meeting.
1.3 Membership Committee: The Membership Committee's primary responsibilities are to organize an effective recruiting program, prepare materials for distribution to potential members to help familiarize them with the association and to work with the Executive Committee on membership problems. Annually the Membership Committee shall prepare a membership directory of paid members in good standing and distribute it to all members. The Committee Chairperson shall report on their activities at the Annual meeting. The Committee shall be responsible for collecting membership dues, conveying dues to the Treasurer for deposit, and sending out delinquent notices as necessary.
1.4 Program Committee: The Program Committee's primary responsibilities are to plan, develop and coordinate educational programs, for the membership. This includes arrangements for guest speakers at meetings and arrangements for audio/visual aids, panels and/or other appropriate aids to enhance the presentation. The Committee Chairperson shall present a report on the Committee's activities at the Annual meeting.
2. Special Committees:
From time to time, the President may appoint Special Committees. The
Chairperson of any such committee shall advise the President at all times on
its activities and make progress reports as required by the President.
ARTICLE VIII - FINANCES
1. Assessment & Dues: By vote of a majority of the members at the annual meeting, the Association may, in accordance with the Constitution and By-Laws, assess its members for the cost of the Association's activities.
2. Contributions and Gifts: The Association, by a majority vote of the Executive Committee, may accept financial contributions and gifts in support of its mission.
3. Fund Raising: The Association may conduct fund raising activities to support its mission. No person may, in the name of the Association, solicit or accept gifts or contributions of any kind without the approval of the Executive Committee by majority vote.
ARTICLE IX - AMENDMENTS
1. Time for Filing Proposals for Amendments: Any proposal to change the Constitution and/or
By-laws must be included in the Meeting Notice in order to be considered.
2. Amendments: At
designated meetings of the Association, the membership may, by a majority vote
of those members present, alter, amend or repeal any part of the Constitution
or By-Laws, adopt a new Constitution or By-Laws, or direct the Officers to
cause any provision of the Constitution or By-Laws to be altered, amended,
repealed, or adopted. Any changes in the Constitution or By-laws shall be
submitted to NIGP.
ARTICLE X - DISSOLUTION
1. Dissolution: The Association may be dissolved by three-fourths (3/4) majority vote of the Association members eligible to vote at an association meeting and certification thereof shall be sent to the NIGP Board of Directors.
2. Actions: Upon the dissolution of the association or the winding up of its affairs, the assets of the association shall be distributed exclusively to the National Institute of Governmental Purchasing, Inc. (“NIGP”), a Wisconsin nonprofit corporation, if NIGP is then exempt from federal income tax under §501(c)(3) and contributions to NIGP are then deductible under §170(c)(2) of the Internal Revenue Code of 1986, for the association’s charitable and educational purposes; and if not, then to other organizations that are then exempt from federal income tax under §501(c)(3), and to which contributions are then deductible under §170(c)(2) of the Internal Revenue Code of 1986. In addition, the Association shall, deposit with NIGP all properties of the Association, including the original Charter, financial statements, official records, etc. All properties shall be held at the Headquarters Office of NIGP in the event of reactivation of the Association.