Bylaws

BYLAWS OF WIRELESS INTERNET SERVICE PROVIDERS ASSOCIATION

Article I

Name, Form of Organization and Purpose 

1.1 Name. The name of this corporation is Wireless Internet Service Providers’ Association (WISPA)

1.2 WISP Definition.  A WISP is a Wireless Internet Service Provider that utilizes terrestrial-based fixed wireless technologies to distribute broadband or related Internet Protocol derived services.

1.3 Non Profit and Tax Exempt Status. The corporation is organized as a nonprofit corporation under the Illinois Nonprofit Corporation Act and as a tax exempt organization under Section 501(c)(6) of the Internal Revenue Code, as amended.

1.4 Purposes and Limitations. The purposes for which the corporation is organized are to promote the development, advancement and unification of the Wireless Internet Service Provider industry, all of said acts to be within the definition of a business league under Section 501 (c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, and upon dissolution of the corporation, the remaining assets within the organization shall be distributed to such entity formed under Section 501 (c) of the Internal Revenue Code as selected by the Board of Directors.

Article II

Offices

2.1 Principal Offices. The principal office of the corporation shall be located at the address in the most recent annual report filed with the Illinois Secretary of State. The corporation shall maintain at its principal office or at the office of the Registered Agent, a copy of the corporate records.

2.2 Registered Office and Agent. The registered office of the corporation required by law to be maintained in the State of Illinois may, but need not, be identical with the principal office. The corporation shall maintain a registered agent whose office is identical with the registered office. The corporation may change its registered office or registered agent from time to time in the manner required by law.

2.3 Other Offices. The corporation may have offices at such other places as the board of directors may from time to time determine, or as the affairs of the corporation may require.

Article III

Board of Directors

3.1 General Powers and Authority of the Board.  All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation shall be managed under the direction of, the board of directors.

3.2 Number and Term. The authorized number of directors of the corporation shall be an odd number of not less than seven (7) and not more than fifteen (15). Of the elected Board, fifty percent plus one (1) following the adoption of these bylaws, shall be elected for a two year term and the remaining directors shall be elected for a one year term.  In such election, the elected directors receiving the highest number of votes shall be elected for a two year term.  In subsequent elections, only director positions with terms expiring will be up for election.  All directors from this point forward will serve a term of TWO (2) years.  Each director shall serve until his or her successor is elected and qualified, or until such director’s death, resignation, incapacity to serve, or removal. The board members can be made up of Associate, Principal or Vendor members. At all times a majority of the directors shall be comprised of representatives of Principal members.

3.3 Election of Directors. Except as provided in 3.5 below relating to vacancies, directors shall be elected by the full voting membership at the annual meeting of the members. At all times a majority of the directors shall be comprised of representatives of principal members. The Nominating Committee shall present a slate of nominees for election as directors. Those persons who receive a plurality of the votes shall be deemed to have been elected.

3.4 Nominees to the board of directors must be a representative of a WISPA primary, vendor or associate member in good standing for at two (2) months prior to the deadline for nominations, provided that at all times a majority of the directors shall be comprised of representatives of principal members. No member shall nominate or seek to have elected more than 1 representative to the board of directors. At no time shall two or more board members be employed by or be affiliated with the same company.

Directors are expected to assume responsibilities for the following:

A. Participate in person and contribute to Director meetings. Directors are expected to attend one (1) Director’s meeting per month, twelve (12) meetings over the course of a one (1) year term. If members are unable to attend the meeting, they are expected to contribution to the deliberations by other means.

B. Contribute to policy development and decision making throughout their term(s).

C. Participate on standing or ad hoc committees when appropriate.

D. Advance the mission, vision and goals of WISPA.

E. Encourage colleagues to become WISPA members.

F. Act as liaison with organizations similar in their country and region to develop mutually beneficial relationships in affiliation to WISPA.

G. Provide advice on matters related to the advancement of WISPA’s mission.

3.5 Removal of Directors. A director may be removed without cause by the vote of three-quarters (3/4) of the directors then in office. In addition, a director may be removed by the affirmative vote of a majority of the directors then in office for failing to attend at least three (3) consecutive, regular meetings of the board of directors.

3.6 Vacancies. If a vacancy occurs on the board of directors, the Secretary will notify the membership via email or the legal means required by these bylaws. The membership will have three (3) calendar weeks to submit nominations to the Nominating Committee. Any nominees must submit to the Secretary the properly completed application which will be open for review to the general membership in the manner prescribed by the nominating committee. Within one (1) week of the closing of nominations, the Secretary will make available (via the WISPA website) all nominees application information. The membership shall have 4 weeks time after all nomination applications are made available to review candidate information prior to a vote. The vote shall be conducted at either a special meeting of the membership called by the board of directors, or as the board may determine, and by electronic means as authorized by these bylaws. Any director elected to fill a vacancy shall hold office until the next annual meeting of the board of directors, or until such director’s successor is elected and qualifies.

Any reduction of the authorized number of directors shall not remove any director from office before such director’s term of office expires.

3.8 Compensation. The board of directors, by the affirmative vote of a majority of the directors then in office shall have authority to establish reasonable compensation for all directors for services to the corporation as directors, provided that such compensation shall not exceed the sums provided in 805 ILCS 108.70(b) or corresponding section of any future law concerning limited liability of directors. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board.

3.9 Conflicts of Interest.  Notwithstanding any other provision of these Bylaws, a board member or a board member’s company may serve as an independent contractor or employee to the corporation and receive compensation for such services pursuant to a written contract awarded through a competitive process.  However, 

A. If the contract is for a term longer than 6 months and/or for an amount greater than $25,000, a conflict of interest is presumed, and the board must discuss and clear any such conflict by a super majority vote before proceeding.  If the conflict is not waived, then the board member either must resign from the board or forbear from accepting the contract; and 

B. If a board member or his/her company is the absolute best or only option (by super majority Board vote), then any conflict is deemed waived.

3.10 Disclosure by Board Members. Each board member must:

A.  Disclose any financial interest he or she has in any entity with which WISPA has a transaction or arrangement (other than ownership interests in publicly traded companies); and

B.   Disclose any compensation arrangement he or she has with WISPA or with any entity or individual with which WISPA is known to have a transaction or arrangement.    

Financial interests include direct and indirect remuneration as well as substantial gifts.  These include salary, consulting fees, equity interests, loans, gifts, frees service or discounts.  Financial interests do not include reimbursement for travel, meals and lodging provided in connection with meetings, conferences, seminars and similar events.

A financial interest is not necessarily a conflict of interest.  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.  In the event of a conflict of interest, the board will determine whether a more advantageous transaction or arrangement is reasonably possible from a person or entity that would not give rise to a conflict of interest.  If a more advantageous transaction or arrangement is not reasonably possible, the board may proceed upon a majority vote of the disinterested directors.  The interested party will not take part in nor will vote on any matter involving a potential or actual conflict of interest related to that party.

Article IV

Meeting of Directors

4.1 Place of Meetings. Meetings of the board of directors shall be held at such place as the board of directors may determine, or if not so designated, the principal offices of the corporation.

4.2 Annual Meeting. The annual meeting of the board of directors, for the purpose of appointing officers, approving a budget for the year, and transacting such other business, shall be held at the same date as the annual meeting of the membership, or at such other time as the board of directors may determine.

4.3 Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board of directors may determine.

4.4 Special Meetings. Special meetings of the board of directors may be called by or at the request of the President, Vice President, Secretary, or any two (2) directors.

4.5 Notice of Meetings. Regular meetings of the board of directors may be held without notice of the date, time and place of a meeting which has been previously fixed by the board; otherwise, regular meetings as well as special meetings must be preceded by notice provided as follows: personal delivery at least 48 hours in advance; first-class mail, postage prepaid at least four (4) days in advance; telephone call, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director at least 48 hours in advance; confirmed facsimile at least 48 hours in advance; telegram, charges prepaid at least 48 hours in advance; or confirmed electronic mail at least 48 hours in advance. All such notices shall be given or sent to the director’s address, telephone number, facsimile number, or e-mail address as shown on the records of the corporation. Notwithstanding the foregoing, any board action to remove a director shall not be valid unless each director is given at least seven (7) days notice by any method permitted herein for a notice for a special meeting of the corporation that the matter will be voted upon at the director’s meeting, or unless notice is waived as provided herein. All notices are effective when communicated, and communicated in a comprehensible manner.

The notice of the meeting shall state the time of the meeting, and the place if the place is other than the principal office of the corporation.

4.6 Waiver of Notice. A director may at any time waive any notice required by law or these bylaws. Except as hereinafter provided in this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporation records. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with law or these bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

4.7 Quorum. A majority of the directors then in office, including at least two (2) and no less than 50% of principal members on the board of directors, shall constitute a quorum for the transaction of business, except to adjourn.

4.8 Manner of Acting. If a quorum is present when a vote is taken, the vote of a majority of the directors present is the act of the board, unless the vote of a greater number of directors is required by law or these bylaws. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of any director, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

4.9 Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

4.10 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

4.11 Meeting via Communications Equipment. The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting, through the use of any means by which all directors participating may simultaneously hear or see evidence of the active presence of each other during the meeting. A director participating in a meeting by such means is deemed present in person at the meeting.

4.12 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

A.  such director objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or transacting business at the meeting; or,

B.  such director’s dissent or abstention from such action is entered in the minutes of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

4.13 Action Taken Without Meeting. Any action required or permitted by law or these bylaws to be taken at a meeting of the board of directors may be taken without a meeting if the action is taken by all of the duly elected and qualified directors of the corporation. The action must be evidenced by one or more written consents describing the action taken, signed by each such director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

A written consent may, to the extent permitted by applicable law, be solicited and provided by electronic mail or facsimile, so long as the response contains an actual, facsimile or electronic signature clearly indicating the members assent to the proposition.

Article V

Officers

5.1 Number. The officers of the corporation consist of a president, vice president, secretary, and treasurer, and such other officers as are appointed by the board of directors from time to time. The same person may hold up to two (2) offices.

5.2 Appointment and Term. The principal officers of the corporation shall be appointed by the board of directors at its annual meeting. The Nominating Committee shall present a slate of nominees for appointment. All nominees for office must be members of the board of directors. Each officer shall hold office for a period of one (1) year, or until such officer’s death, resignation, or removal, or until such officer’s successor is elected and qualifies. The board of directors may appoint other officers at such time or times as the need may arise. A vacancy occurring in a position of officer of the corporation may be filled at any time by the board of directors. The term of an officer elected to fill a vacancy shall expire at the end of the unexpired term that such officer is filling.

The officers shall be appointed by a majority vote of the board of directors present at a meeting at which a quorum is present.

5.3 Resignation and Removal. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the board of directors accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

5.4 Contract Rights of Officer. The appointment of an officer does not create contract rights.

5.5 Removal of Officers. An officer may be removed with or without cause by the board upon the affirmative vote of three-quarters (3/4) of the board of directors present at duly called meeting at which a quorum is present.

5.6 President. The president shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall supervise and control the management of the corporation in accordance with these bylaws. The president shall sign when authorized by the board of directors, with the secretary or any other proper officer of the corporation authorized by the board, any deeds, leases, mortgages, bonds, contracts, or other instruments which lawfully may be executed on behalf of the corporation, except where the signing and execution thereof expressly shall be delegated by the board of directors to some other officer or agent of the corporation, or where required by law to be otherwise signed and executed. The president shall serve as the chairperson of the board of directors and shall, in general, perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the board of directors.

5.7 Vice President. In the absence of the president, or in the event of the death, inability or refusal to act of the president, the vice president, unless otherwise determined by the board of directors, shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall also serve as vice chairperson of the board of directors and, in the absence of the president, or in the event of the death, inability or refusal to act of the president, shall preside at all meetings of the board. The vice president shall perform such other duties as may be assigned from time to time by the president or the board of directors.

5.8 Secretary. The secretary shall:

A. cause to be prepared minutes of all meetings of the board of directors and of the Executive Committee;

B.  authenticate records of the corporation when requested to do so;

C.  give all notices required by law and by these bylaws;

D.  have general charge of all corporate books and records and of the corporate seal, and affix the corporate seal to any lawfully executed instrument requiring it;

E.  sign such instruments as may require such signature;

F.  cause such corporate reports as may be required by state law to be prepared and filed in a timely manner; and (g) in general, perform all duties incident to the office of secretary and such other duties as may be assigned from time to time by the president or the board of directors.

5.9 Treasurer. The treasurer shall:

A.  have custody of all funds and securities belonging to the corporation and receive, deposit or disburse the same under the direction of the board of directors;

B.  keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose;

C.  cause such returns, reports and/or schedules as may be required by the Internal Revenue Service and the state taxing authorities to be prepared and filed in a timely manner;

D.  cause a true balance sheet (statement of the assets, liabilities and fund balance) of the corporation as of the close of each fiscal year and true statements of activity (support and revenue, expenses, and changes in fund balance) functional expenses, and cash flows for such fiscal year, all in reasonable detail, to be prepared and submitted to the board of directors; and,

E.  in general, perform all duties incident to the office of treasurer and such other duties as may be assigned from time to time by the president or the board of directors.

If required by the board, the treasurer shall give the corporation a bond in the amount and with surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer until his or her death, resignation, retirement, or removal from office.

5.10 Compensation. The board of directors, by the affirmative vote of a majority of the directors then in office shall have authority to establish reasonable compensation for the principal and assistant officers. By resolution of the board of directors, the officers may be paid their expenses incurred in the conduct of business on behalf of the corporation.

Article VI

Committees

6.1 Executive Committee. The Executive Committee shall consist of the officers of the corporation, and such other members of the board of directors as may be designated from time to time. The Executive Committee shall, under the general authority and supervision of the board of directors, supervise and implement, the corporation’s routine administrative activities, including, without limitation, the corporation’s contractual relationships with third parties and the corporation’s internal control procedures, provided that approval of any contract shall at all times be reserved to the board of directors. The Executive Committee shall conduct regular meetings as directed by the board of directors and will maintain minutes thereof.

6.2 Finance Committee. The board shall appoint a Finance Committee. It shall oversee the preparation of any budget and all financial statements and the administration, collection and disbursement of the financial resources of the corporation. It shall advise the board with the respect of making of significant financial decisions.

6.3 Nominating Committee. The board shall appoint a Nominating Committee. This Committee shall establish procedures for the nomination of directors and officers consistent with these By-Laws.

6.4 By Laws Committee. The board shall appoint a By Laws Committee. This Committee shall establish procedures consistent with these by laws for members to amend or repeal any provision of these by laws or to adopt new by laws.

6.5 Additional Committees. The board may create one or more additional committees. The creation of a committee and the appointment of members thereto must be approved by the majority of all directors when the action is taken.

6.6 Quorum. Members of a committee established by the board that are present at a duly called committee meeting shall constitute a quorum, provided that said number shall be not less than two.

6.7 Voting. All decisions by any committee of the board shall be by a majority of those present and voting. Each member shall have one vote.

6.8 Committee Chairs. The chair of each committee of the board shall be appointed by the chair of the board.  Such appointments shall be subject to board approval.

6.9 Authority of Committees. All committees shall have the authority to the extent provided by board resolution, provided that no committees, regardless of board resolution, may:

A. Take any final action on any matter that also requires approval of the members or approval of a majority of all members;

B. Fill vacancies on the board or on any committee that has the authority of the board;

C. Fix compensation of the directors for serving on the board or on any committee;

D. Amend or repeal bylaws or adopt new bylaws;

E. Amend or repeal any board resolution that, by its express terms, is not so amendable or repealable;

F. Create any other committees of the board or appoint the members of committees of the board;

G. Expend corporate funds to support a nominee for director when more than 1 person has been nominated for an available seat on the board of directors; or

H. With respect to any assets held in charitable trust, approve any contract or transaction between the corporation and one or more of its directors or between the corporation and an entity in which one or more of its directors have a material financial interest.

I. Exercise powers reserved specifically for the board of directors.

6.10 Meeting of Committees. Meetings of the all committees shall be governed by, held, and taken in accordance with, the provisions of these bylaws concerning meetings and other board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee. Minutes of each meeting of any committee of the board shall be kept and shall be filed with the corporate records. Each committee chair shall see that minutes of any committee meeting are taken and delivered to the secretary of the board of directors for filing with the corporate records. The board may adopt rules for the government of any committee that are consistent with these bylaws or, in the absence of rules adopted by the board, the committee may adopt such rules.

6.11 Advisory Committees. The board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more advisory committees, each consisting of members and/or nonmembers of the board of directors, to serve at the pleasure of the board. These committees will not exercise any powers of the board of directors, but may render advice or provide recommendations to the board as requested by the board, or may serve such other purposes as the board may determine from time to time. These advisory committees shall operate according to such rules as the board shall establish from time to time.

Article VII

Membership

7.1 Classes and Qualifications of Membership. There shall be four (4) classes of members as follows:

A. Principal Member. A Principal Member is a person or business that operates a wireless information service as defined in Section 1.2. Principal Members may have other types of business interests and still meet the criteria to be a Principal Member.

B. Vendor Member. A Vendor Member is any distributor, supplier or manufacturer of goods and services provided to WISPS.

C. Associate Membership. An Associate Member is any individual or business entity that does not qualify for principal or vendor membership.

D. Advisory Membership. By action of the board of directors, any individual or organization may be appointed as an Advisory member, who shall not have any voting rights. Advisory Membership is the only class of membership which does not require the payment of dues.

E. Membership class. The board of directors shall have the sole authority for determining which class or classes of membership are available to an individual or business entity. Should an individual or business entity be determined by the board of directors to be eligible for more than one class of membership, the board shall choose which class of membership the individual or business entity shall belong to and shall have the rights and responsibilities of that membership class.

7.2 No Violation. The corporation shall take no action in admitting a member, refusing to admit a member, or suspending or terminating the membership of a member that would be in violation of any applicable law, rule or regulation.

7.3 Voting. Several ballot classifications will apply. The Board of Directors will have the power to apply the proper ballot classification to each issue presented to the membership for vote. The Board may apply several classifications to the same ballot. The classifications are:

A. A Principal ballot will entitle exclusively Principal Members to vote on the issue(s) presented by the Board. These would include matters that apply primarily to WISP operations.

B. A Vendor/Manufacturer ballot will entitle exclusively Vendor and Manufacturer Members to vote on the issue(s) presented by the Board. Issues would include matters that apply primarily to Vendors and/or Manufacturers of the WISP industry.

C. A General ballot will entitle all members except Advisory Members to vote on the general industry wide issue(s) presented by the Board.

D. Each qualified member or member company shall appoint one representative to cast one vote on each matter submitted by the board of directors. Employees of a member company, who have associate membership status, will not be allowed to cast a vote in a general ballot.

7.4 Other Persons Associated with the Corporation. The corporation may refer to other persons or entities associated with it including observers as “members” even though such persons or entities are not voting members, and no such reference shall constitute anyone a member unless that person or entity shall have qualified for such a voting membership.

7.5 Dues, Fees, and Assessments. Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board. The dues, fees, and assessments shall be equal for all members of each class, but the board may, in its discretion, set different dues, fees, and assessments for and within each class. Unless the board makes an express determination to the contrary, all dues, fees, and assessments are non-refundable. No dues, fees, or assessments will be refunded to a member in the event that a member’s membership in the corporation is suspended or terminated.

7.6 Good Standing. Those members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.

7.7 Termination of Membership. A membership shall be terminated upon the occurrence of any of the following events:

A. Resignation of a member, on written notice to the corporation;

B. Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board;

C. Failure of a member to pay dues, fees, or assessments as set by the board within sixty (60) days after they become due and payable;

D. Should the board of directors make a good faith determination that a member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in any conduct materially and seriously prejudicial to the purposes and interests of the corporation, the following procedures shall apply:

(1). The member shall be given fifteen (15) days’ prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporation’s records;

(2). The member shall be given an opportunity to be heard in front of such committee or delegation of the board of directors as the board of directors may determine, either orally or in writing, at least five (5) days before the effective date of any proposed action to terminate membership. The hearing shall be held, or the written statement considered, at such time and place, and in such manner as determined by the board of directors.

(3). The designated committee or delegation of the board of directors shall decide whether or not the member should be expelled, which decision shall be final.

E. Dissolution. Upon the dissolution of a member, or the cessation by the member of the type of business that qualified the member for membership with the corporation.

7.8 Suspension of membership. A member may be suspended at the sole discretion of the board for failure to pay dues, fees, or assessments as set by the board within 30 days after they become due and payable and shall be automatically suspended in the event of a member’s merger, asset sale or other transaction that results in an effective change of control. The Board, at its discretion, may further suspend a member upon the grounds stated at Section 7.7(D) or (E) above, which suspension does not alter the ability of the board to terminate such membership as provided in these by laws. A suspended member may be reinstated only upon approval by a majority of the board of directors. An individual or entity whose membership is suspended shall have no voting rights, or any other rights of a member of the corporation. No meeting or vote taken in which a suspended member participates shall be void or voidable because of such suspended member’s participation, but such suspended member’s presence and/or vote shall not be counted for any purpose.

Procedure for suspension. If grounds appear to exist for expulsion of a member under Sections 7.7 (D) or (E) of these bylaws, and the board of directors in its sole discretion determines that a member should be suspended, the procedure set forth below shall be followed:

A. The member shall be given fifteen (15) days’ prior notice of the proposed suspension and the reasons for the proposed suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporation’s records;
B. The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed action. The hearing shall be held, or the written statement considered, by the board or by a committee or delegation authorized by the board;

C. The board, or designated committee or delegation, shall decide whether or not the member should be suspended or sanctioned in some other way. The decision of the board or such committee or delegation designated to hear such matter, shall be final.

7.9 Challenge. Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination. The foregoing procedure shall not apply in the event of a transfer of membership, which shall instead be subject to the provisions of Section 7.10 below.

7.10 Transfer of Membership. Memberships are not transferable, except with the approval of the board, which will not be unreasonably withheld, but the board may impose transfer fees or other conditions on the transferring party as it deems fit, provided those fees and conditions are the same for similarly situated members. Unless otherwise provided by board action, the proposed transferee shall be required to submit a new application for membership as a condition to becoming a member.

Article XIII

Meeting of Members

8.1 Place of Meetings. Meetings of the members shall be held at such place as the board of directors may determine, or if not so designated, the principal offices of the corporation.

8.2 Annual Meeting. The annual meeting of the members for the purpose of electing directors and transacting such other business as submitted by the board of directors shall be held on the day of of each year, or at such other time as the board of directors may determine.

8.3 Special Meetings. Special meetings of the members shall be called as the board of directors may determine.

8.5 Notice of Meetings. The annual meeting of the members and special meetings must be preceded by notice provided as follows at least seven (7) days in advance: personal delivery; first-class mail, postage prepaid; telephone call, either directly to the member or to a person at the member’s office who would reasonably be expected to communicate that notice promptly to the member; confirmed facsimile; telegram, charges prepaid; or confirmed electronic mail. All such notices shall be given or sent to the address, telephone number, facsimile number, or e-mail address as shown on the records of the corporation.

The notice of the meeting shall state the time of the meeting, and the place if the place is other than the principal office of the corporation.

8.6 Quorum. The voting members of the ballot classification for which a vote is to be taken shall constitute a valid election.

8.7 Manner of Acting. If a quorum is present when a vote is taken, the vote of a majority of the members so present for the ballot classification for which a vote is being taken shall be the act of such members, unless the vote of a greater number of members is required by law or these bylaws.

8.8 Adjournment. A majority of the members, whether or not a quorum is present, may adjourn any meeting to another time and place.

8.9 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

8.10 Presumption of Assent. A member who is present at a meeting of the members (or any classification thereof) at which an action is taken is deemed to have assented to such action taken unless:

A. such member objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or transacting business at the meeting; or,

B. such member’s dissent or abstention from the action taken is entered in the minutes of the meeting. The right of dissent or abstention is not available to a member who votes in favor of the action taken.

8.11 Voting.

A. Eligibility to vote. Members entitled to vote at any meeting of the general membership shall be associate members, principal members and vendor members in good standing as of the record date determined under these by laws.

B. Manner of casting votes. Voting may be by voice or ballot, except that any election of directors must be by ballot. Electronic ballots will be used when the board deems them appropriate.

C. Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Each member’s vote will be cast by either its primary delegate or its alternate delegate, but not both.

D. Approval by majority vote of members. If a quorum is present, the affirmative vote of a majority of the members entitled to vote on the matter presented shall be the act of such members, unless the vote of a greater number is required by these bylaws. Any matter approved by a general membership vote shall not be binding on the corporation without the approval of a majority of the principal members present at a duly called meeting at which a quorum is present.

8.12 Record Date for Notice, Voting, Written Ballots, and Other Actions.

A. Record date determined by board. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the board may fix, in advance, a record date. The record date so fixed:

(1) for notice of a meeting shall not be more than ninety (90) or less than ten (10) days before the date of the meeting;

(2) for voting at a meeting shall not be more than sixty (60) days before the date of the meeting;

(3) for voting by written ballot shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and

(4) for any other action shall not be more than sixty (60) days before that action.

B. Record date not determined by board.

(1) Record date for notice or voting. If not otherwise fixed by the board, the record date for determining members entitled (1) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held, and (2) to vote at the meeting shall be the day on which the meeting is held.

(2) Record date for action by written ballot. If not otherwise fixed by the board, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

(3) Record date for other actions. If not otherwise fixed by the board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the board adopts the resolution relating to that action, or the 60th day before the date of that acting, whichever is later.

C. Members of record. For purposes of this Section, a person holding a membership at the close of business on the record date shall be a member of record.

Article IX

Contracts, Loans, Checks and Deposits

9.1 Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

9.2 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.

9.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness if issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

9.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

Article X

Indemnification of Officers, Directors, Employees and Agents

10.1 The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that the person had reasonable cause to believe that his or her conduct was unlawful.

10.2 The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

10.3 To the extent that a present or former director, officer, employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 10.1 and 10.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

10.4 Any indemnification under sections 10.1 and 10.2 shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 10.1 and 10.2. Such determination shall be made with respect to a person who is a director or officer at the time of the determination:

A.  by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum,

B.  by a committee of the directors designated by a majority vote of the directors, even though less than a quorum,

C.  if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or

D.  by the members entitled to vote, if any.

10.5 Expenses (including reasonable attorneys’ fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article. Such expenses (including attorneys’ fees) incurred by former directors and officer or other employees and agents may be so paid on such terms and conditions, if any, as the corporation deems appropriate.

10.6 The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
10.7 The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.

10.8 If the corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the members entitled to vote by general ballot with or before the notice of the next meeting of the members entitled to vote.

10.9 References to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees or agents, so that any person who was a director, officer, employee, or agent of such merging corporation , or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation , partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

10.10 For the purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, it participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article.

10.11 Shall the General Assembly of the State of Illinois adopt any amendments to the provisions of 805 ILCS 105/108.75 (or adopt any other provisions of law) the result of which is to provide additional indemnification or protection to present or former directors, officer, employees of agents of the corporation, or to such persons serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, then the corporation shall have the right and authority to provide such additional protection or indemnification upon such terms and provisions as then provided by Illinois law.

Article XI

Records and Reports

11.1 Maintenance of Corporate Minutes and Records. The corporation shall keep as permanent records for a period of at least 7 years: minutes of all meetings of its board of directors; a record of all actions taken by the directors without a meeting, and; a record of all actions taken by the Executive Committee and any other committees of the board of directors. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The corporation shall keep a copy of the following records at its principal office or its registered office:

A.  its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect;

B.  its bylaws or restated bylaws and all amendments to them currently in effect;

C.  its most recent annual report delivered to the secretary of state, as required by the Illinois Nonprofit Corporation Act. The minutes and records described above shall be made available for inspection by current directors of the corporation during normal business hours. In addition, to the extent required by applicable law, the corporation shall make available for inspection during regular business hours, by any individual, copies of:

 (1) any application filed with and by any letter or other document issued by the Internal Revenue Service with respect to the tax exempt status of the corporation; and,

(2) the annual returns filed with the Internal Revenue Service for the three most recent years (to the extent the corporation is required to file such returns); provided, that the names and addresses of contributors to the corporation may be kept confidential.

11.2 Members’ Inspection Rights. A. Membership records. Unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:

A.  Inspect the records of members’ names, addresses, and voting rights during usual business hours on five days’ prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or

B.  Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the members. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after

(1) the demand is received or

(2) the date specified in the demand as the date as of which the list is to be compiled. The corporation may, within ten business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list. Any inspection under this section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts.

C.  Accounting records and minutes. On written demand on the corporation, any member may inspect the accounting books and records and the minutes of the proceedings of the members, the board, and committees of the board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection may be made in person or by the member’s agent or attorney.

11.3 Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, and documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

11.4 Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall prepare annually and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds within one hundred twenty(120) days after the end of the corporation’s fiscal year:

A. Unless approved by members, any transaction

(1) to which the corporation, its parent, or its subsidiary was a party,

(2) which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and

(3) in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a material financial interest):

(a) Any director or officer of the corporation, its parent, or its subsidiary;

(b) Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

B. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Section 8 of these bylaws, unless the loan, guaranty, indemnification, or advance has already been approved by the principal members.

11.5 Financial Reports. The books of the corporation shall be closed as of the end of each fiscal year and financial statements shall be prepared and submitted to the board of directors. In the discretion of the board of directors, the corporation may engage an independent certified public accountant to audit or review the financial statements.

Article XII

Amendments

12.1 Amendment by Board.

A. Membership rights limitation. Subject to the rights of members under Sections 12.1(D) and 12(E) of these bylaws, the board may by a three-quarters vote adopt, amend, or repeal bylaws unless the action would:

(1) Materially and adversely affect the members’ rights as to voting, dissolution, redemption, or transfer;

(2) Increase or decrease the number of members authorized in total or for any class;

(3) Effect an exchange, reclassification, or cancellation of all or part of the memberships; or

(4) Authorize a new class of membership. Any proposal by a board member for the board to amend or repeal these by-laws or adopt new by laws shall first be submitted by the proponent thereof to each member of the board of directors in writing specifying the action proposed to be taken and which shall be received by each board member at least 30 days prior to a board meeting at which such proposal is to presented.

B. Changes to number of directors. Once members have been admitted to the corporation, the board may not, without the approval of three-quarters of the members who vote, specify or change any bylaw provision that would:

(1) Fix or change the authorized number of directors;

(2) Fix or change the minimum or maximum number of directors.

C. High vote requirement. If any provision of these bylaws requires the vote of a larger proportion of the board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

D. Principal member approval required. Without the approval of the principal members, the board may not adopt, amend, or repeal any bylaw that would:

(1) Increase or extend the terms of directors;

(2) Allow any director to hold office by designation or selection rather than by election by a member or members;

(3) Increase the quorum for members’ meetings;

(4) Authorize cumulative voting; or

(5) Amend the purpose statement of the corporation set forth in Article 3 hereof, or the requirements for regular membership set forth in Article 4 hereof.

E.  New bylaws may be adopted or these bylaws may be amended or repealed by approval of three-quarters of the number of votes actually cast by principal members and in the manner set forth in these by laws, provided, however, that any such adoption, amendment, or repeal also requires majority approval of a class of members if that action would:

(1) Materially and adversely affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer in a manner different than the action affects another class;

(2) Materially and adversely affect that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(3) Increase or decrease the number of memberships authorized for the class;

(4) Increase the number of memberships authorized for another class;

(5) Affect an exchange, reclassification, or cancellation of all or part of the memberships of that class;

(6) Authorize a new class of memberships; or

(7) Impose a special assessment or fee on the class, other than regular dues.

(8) No amendment may extend a director’s term beyond that for which the director was elected.

Any proposal for the members to amend or repeal any provision of these by-laws or to adopt new by laws shall first be submitted in writing by the proponent thereof to the By Laws Committee at least 90 days prior to the annual meeting of the members specifying the action proposed to be taken. At least 60 days prior to the annual meeting of the members, the By Laws committee shall post on the WISPA website for comment by the members all such proposals which the committee has authorized be submitted to the membership for consideration at the annual meeting. The By Laws committee shall review comments of the members made in writing in relation to such proposal(s) and post the final versions of such proposal on the WISPA website within 30 days of the annual meeting of the members.

F.  Notwithstanding any other provision of these by laws to the contrary, no action to amend or repeal any provision of these by laws or to adopt new by laws shall be effective, the result of which would be to disqualify the corporation from recognition as a not for profit corporation under applicable state law or as an entity recognized by the IRS as a tax exempt under section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, unless such action is approved by all members present at a the annual meeting of the members at which a quorum is present.