Corporate Bylaws

The following is the latest approved corporate bylaws, as of August 19, 2011.

BYLAWS OF WYOMING INSTITUTE OF LEADERSHIP FOR LIFE, INC

ARTICLE I

DIRECTORS

Section 1.  Meetings.  Semi-annual meetings shall be held at least twice each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.  The annual meetings shall be held at the time and place designated by the Board of Directors from time to time, one of which shall be held prior to camp during the first half of the calendar year and the other following camp during the second half of the year.  Officer elections shall take place at the second of these two meetings. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

 Section 2.  Notice.  Written notice of all board meetings shall be provided under this section or as otherwise required by law.  The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting.  Such notice shall be mailed to all board members of record at the address shown on the corporate books, at least 10 days prior to the meeting.  Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid or when emailed or faxed and confirmation of delivery is received.

 Section 3.  Number of Directors.  The corporation shall be managed by a Board of Directors consisting of five to eight voting directors and three or four ex-officio board members under the following conditions and limitations:

a. Voting Board Members

1.  Ag teachers: A maximum of 2 vocational agriculture teachers may be on the voting board at any point in time.

2. Current counselors:  A maximum of 1 current counselor can serve as a voting board member at any point in time.

3. The Camp Director Team (as one entity) will have one voting position on the W.I.L.L. Board of Directors; except for votes involving the selection and compensation of camp director and associate director positions.  Order of precedence for utilizing the vote will be determined by the Camp Director Team and conveyed to the W.I.L.L. Board of Directors in writing once camp directors are seated by the W.I.L.L. Board of Directors.

4. Once elected, a change of status (e.g. someone becomes an ag teacher or counselor) will not be taken into account so that such change of status will not cause anyone to leave the board.  However, at the next election, if the maximum of that status has been met, no more of that status be added.

5. Once elected to the board, it is not necessary for the board to keep record of which group nominated the member.

b. Ex-officio board members shall consist of the following:

1. Camp Director

2. One designated State officer from the Wyoming State Association

3. Either the State Advisor or State Executive Secretary who shall decide amongst themselves which one it will be.  If they can’t decide, the board will make the decision.  One can serve as ex-officio and the other can serve as active board member if elected.

4. The immediate past President of the Board of Directors (unless he/she is currently serving as a voting board member)

5. A Vocational Agriculture teacher appointed by the WVATA

Section 4.  Election and Term of Office.  The voting directors shall be elected at the annual  meeting held during the second half of the year.  Each director shall serve a term of two year(s), or until a successor has been elected and qualified. Each board member may serve a maximum of 2 consecutive terms, except that the people on 1-yr appointments on the first board may serve 3 consecutive terms (including the first one-year term).  Selection of Board members after the first year shall be by election by the current board of directors from nominations listed below

a.   Ag teachers shall nominate 3 at their summer meeting on each even yr (2000, 2002, 2004, etc).  1 will be elected by the board.  Individuals nominated do not have to be ag teachers.

b.  Current State Officers (officers which will be retiring in April) will make nominations prior to retiring.  They shall nominate 3 individuals.  Nominees do not have to be past state officers.  One will be elected from this group.

c.  Counselors shall nominate 3 individuals prior to leaving camp or at one of the planning meetings.  The nominees do not have to be past counselors.  One person will be elected from this group.

d.  Board of Directors shall be entitled to submit nominations and elect 1 member at large.

Section 5.  Quorum.  A majority of the board members, whether represented in person or by proxy, shall constitute a quorum at a business or annual meeting.  In the absence of a quorum, a majority of the represented board members may adjourn the meeting to another time. The board members present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some board members results in representation of less than a quorum.

Section 6.  Adverse Interest.  In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 7.  Special Meeting.  Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days’ written notice by ordinary United States mail, effective when mailed.

Section 8.  Informal Action.  Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

Section 9.  Removal / Vacancies.  A director shall be subject to removal, with or without cause, by a two thirds majority vote at a meeting of the board of directors called for that purpose.  Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors.  A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.  Any board member who misses 2 consecutive annual meetings shall automatically be replaced. Any board member who misses over 50% of all the meetings shall be removed automatically.

Section 10.  Committees.  To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

ARTICLE II

OFFICERS

Section 1.  Number of Officers.  The officers of the corporation shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer.  A maximum of two offices may be held by any one person.

Section 2.  Election and Term of Office.  The officers shall be elected annually by the Board of Directors at the meeting held during the second half of the year.  Each officer shall serve a one year term or until a successor has been elected and qualified.

Section 3.  Removal or Vacancy.  The Board of Directors shall have the power to remove an officer or agent of the corporation with a two thirds majority vote at a meeting of the board of directors called for that purpose.  Any vacancy that occurs for any reason may be filled by the Board of Directors.

ARTICLE III

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The corporation shall not have a corporate seal.  All instruments that are executed on behalf of the corporation which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer.  All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President or any Vice-President.  Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

ARTICLE IV

AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting; provided however, that the Board of Directors may from time to time specify particular provisions of the bylaws which shall not be amended or repealed.

ARTICLE V

INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).

ARTICLE VI

CAMP DIRECTOR TERMS

Section 1.  Camp Director Terms.  The camp director will serve a maximum of 5 consecutive 2 year terms.

Section 2.  Camp Associate Director Terms. There will be two Associate Directors serving 1 year terms on rotating years with no limit on consecutive terms served.

Certification

I certify that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the incorporator(s) on August 23, 2000 and Revised on September 11, 2004; September 30, 2006; December 5, 2007; March 31, 2009; and August 19, 2011.

_________________________________

K. Tyler Reed, Treasurer (August 19, 2011)

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