The Constitution and Bylaws of the Wisconsin Speleological Society, Inc.

CONSTITUTION OF THE WISCONSIN SPELEOLOGICAL SOCIETY, INC.
I. The name of the organization shall be "The Wisconsin Speleological Society, Inc.," a chapter of the National Speleological Society. This Society shall be affiliated with and is greatly appreciative of the sponsorship of the Wisconsin Geological and Natural History Survey, University Extension, the University of Wisconsin.
II. The purpose of the Society shall be to advance the preservation, study, and recreational use of caves in Wisconsin. The Society shall also seek to promote the objectives of the National Speleological Society.
III. The Society shall be governed by a Board of Directors composed of elected officers as outlined in Article IV of the Constitution. The Board of Directors shall govern the Society in accordance to the Articles and Bylaws of this Constitution, and shall have full power to conduct and supervise all business of the Society and perform all other functions incident to the proper conduct of the Society. Decisions or actions of the Board of Directors may be overruled by a two-thirds vote of the membership, using the procedure outlined in Article IX of the Constitution.
IV. The Board of Directors shall be composed of seven officers elected from the membership. Three Executive Officers, whose titles shall be, Chairman, Vice Chairman and Secretary-Treasurer, and four other members of the Board elected at large. In addition, there shall be two more elected officers to the Board of Directors upon the formation of a chapter of this Society, as outlined in the Bylaws of this Constitution. The term of office for elected officers shall be one year, starting at the end of the May general meeting, with the exception of the two Chapter Board Members, whose terms are defined in the Bylaws. On the day of elections, the immediate past chairman may declare himself one of the non-executive officers of the Board and serve in that capacity until the next election.
V. The Society shall be considered perpetual, unless terminated by a majority vote of the membership, using the procedure outlined in Article IX of the Constitution.
VI. Membership in this Society shall be open to any persons who are interested in speleology and spelunking and who have complied with conditions of membership set forth in the Bylaws.
VII. Amendments to this Constitution may be made by a two-thirds favorable vote of the members present at any meeting of the Society specified by the Board of Directors especially for that purpose, or by written consent of one-half of the total membership of the Society. Proposed amendments must be submitted in writing to the membership at large at least one month prior to being balloted upon.
VIII. The Constitution and Bylaws of the National Speleological Society shall be binding on the Society. Any Society action inconsistent therewith shall be automatically null and void.
IX. All issues requiring a vote of the membership shall be explained in the newsletter, including a ballot for mail-in, at least one and one-half weeks prior to the vote. Mail-in votes must be received as of the day of the vote.
BYLAWS OF THE WISCONSIN SPELEOLOGICAL SOCIETY, INC.
I. Objectives of the Society shall be:
A. The discovery and exploration of caves in Wisconsin.
B. The protection and preservation of Wisconsin caves in their natural state.
C. The systematic collection and recording of information on Wisconsin caves including their locations and geological, biological, topographical, anthropological, and historical descriptions in a form worthy of publication.
D. The communication of data collected on Wisconsin caves to the Wisconsin Geological and Natural History Survey, University Extension, the University of Wisconsin.
E. The periodic publication of information on caves and cave exploring.
F. The exchange of information collected on caves with other organized speleological and spelunking groups which have objectives similar to those stated here.
G. The expansion of the knowledge of the members in subjects related to speleology through discussions, lectures, and visual aids.
II. Membership
A. All applications for membership in the Wisconsin Speleological Society shall be made to the Secretary-Treasurer, accompanied by one year's dues.
B. Membership shall be effective upon payment of dues for a period of one year.
C. In accepting membership in the Society, members agree to accept responsibility for their own safety on Society sponsored field trips and not hold the Society liable for accidents.
D. All members shall be encouraged to become members of the National Speleological Society.
E. Members of the Wisconsin Speleological Society may exercise the right to serve as committee chairmen, assist in the production of any chapter publications, receive copies of any currently issued publications, and enjoy the full privileges of membership in the Society.
F. A membership list shall be published every January.
III. Expulsion of Members
A. Members may be dropped or expelled from the Society or, after their membership has expired, refused readmittance to the Society by a two-thirds vote of the Board of Directors for the following reasons:
1. Delinquency of dues payment.
2. Willful misuse of the Society's properties.
3. Willful disregard of his own safety or the safety of others on a Society sponsored trip or activity.
4. Behavior which directly results in the wanton destruction of or damage to a cave.
5. Any conduct detrimental to the public image or proper management of the Society.
B. Any member subject to expulsion may demand, and will be granted, a personal hearing before a hearing committee made up of no fewer than three members selected by the membership at a monthly meeting, and one representative of the Board of Directors selected by a majority vote of the Board of Directors. This committee shall be required to submit a complete report to the membership at the next business meeting of the Society and the expulsion will then be effective only if passed by a majority vote of the members present at that meeting.
IV. Elected Officers
A. Two months prior to the election meeting, a notice shall be published in the newsletter, asking for nominations for the elective offices and explaining the duties of each office. At the general meeting one month prior to the elections, mailed-in nominations shall be announced, and if necessary, seconded. Nominations and seconds will also be received from the floor at that general meeting for nominees not associated with the Chapter. A nominating committee, consisting of three members, shall be selected at the meeting for the purpose of obtaining the consent of nominees and finding nominees for any positions left open.
B. Decision of the election shall be by a majority of votes cast at the election, including mail-in ballots, using the procedure outlined in Article IX of the Constitution. If no majority exists in the first ballot, a run off will be held between the two receiving the highest number of votes. Mail-in votes will be counted for the run off.
C. The Chairman of the Society shall supervise and guide the accomplishment of the purposes and objectives of the Society, the conduct of business, and the activities of the Society. The Chairman also shall conduct the Board of Directors meetings and the Society's general meetings unless he delegates this responsibility to one of the other executive officers.
D. The Vice-Chairman of the Society shall assist the Chairman in the fulfillment of his responsibilities, aid in the accomplishment of the purposes and objectives of the Society, arrange for programs, establish meeting locations, and carry out the duties of the Chairman during his absence or incapacity.
E. The Secretary-Treasurer of the Society will keep the minutes of the meetings of the Society and the Board of Directors, will receive and answer correspondence, will maintain a current list of the members of the Society, will receive and account for the funds of the Society, and will pay out the funds of the Society as directed by the Board of Directors.
V. Appointed Officers and Committees
A. The appointed officers will be established by the Chairman with the approval of a majority of the Board of Directors, except that the appointed officers must include a chairman of each of the Society's principal publications, a cave survey chairman, a chairman of conservation, and a chairman of the Library.
B. Appointed officers not associated with the Chapter shall be named by the Chairman with the approval of a majority of the Board of Directors.
C. No more than two appointed offices may be filled by one individual.
D. The appointed officers shall be non-voting members of the Board of Directors and will have the right to speak on all matters considered by the Board and submit proposals which then must be considered by the Board.
E. The term of office of an appointed officer not associated with the Chapter shall be indefinite, ending either by resignation of the officer or by a two-thirds vote of the Board of Directors.
F. No officer has the right to appoint a substitute for his office.
G. Each appointed officer may, if the need and desirability is apparent, form a committee to assist in his responsibilities, and shall serve as the committee's chairman. Each appointed officer shall select the personnel and promote the activities of his committee. Each committee shall study, promote interest in, and work toward the achievement of all objectives within its area of responsibility.
H. Delegates to the National Speleological Society's Congress of Grottos shall be appointed by the Board of Directors subject to the approval of a majority of the members present at a regular meeting.
I. Each appointed officer and committee chairman should report, as necessary, to the Board of Directors.
J. Ad Hoc committees may be appointed by the Chairman of the Society with the approval of a majority of the Board of Directors.
VI. Removal of Officers
A. Any elected or appointed officer shall be removed for conduct detrimental to the Society when a petition requesting such removal bearing the signatures of two-thirds of the members of the Society is submitted to the Board of Directors. An elected or appointed officer may also be removed from office by a majority vote of the Board of Directors if he fails to renew his membership within 90 days of the time it expires during his current term of office.
B. A replacement for an elected officer not associated with the Chapter shall be appointed by the Board of Directors with a stalemate decided by the Chairman.
C. With the exception of the Chapter Board Members, an elected officer failing to attend more than four Board meetings is subject to expulsion from the Board of Directors by a two-thirds majority of the Board of Directors.
VII. Meetings of the Board of Directors
A. The Board of Directors will meet as needed, to be determined by a majority vote of the Directors.
B. The place and time of the meetings of the Board of Directors will be announced to the general membership of the Society and they will be open so that members of the Society may observe the Board's proceedings.
C. Special meetings of the Board of Directors may be called by the Chairman or by a majority vote of the Board of Directors. All members of the Board of Directors must be informed of a special meeting.
D. The presence of five voting members of the Board is necessary for a quorum.
E. Any member of the Board of Directors is empowered to appoint a proxy for themselves if they are not able to attend a particular Board meeting. Proxies must have written consent of the Board member for whom they are acting as proxy, and will have full rights of a Board member for that meeting.
VIII. Meetings of the Society
A. General meetings of the Society shall be conducted monthly at a uniform time and location to be specified by a majority vote of the Board of Directors and made known to the membership.
B. Changes in time and location of the monthly general meeting may be made by a majority vote of the Board of Directors when deemed necessary, with notification to the membership.
C. Robert's Rules of Order, as revised, shall govern all procedural questions arising at a formal business meeting of the Society and the Board of Directors.
IX. Publications
The Society is empowered to issue and distribute regular publications for the purpose of maintaining communication among members and other groups with similar interests and goals. These publications shall include a newsletter and The Wisconsin Speleologist, a journal featuring articles on speleology by both members and non-members. The title of the newsletter shall be subject to approval of the Board of Directors by a two-thirds majority vote.
X. Dues, Assessments, and Funds
A. Annual dues shall be set by the Board of Directors reflecting the needs of the Society. These dues shall be paid upon application for membership and upon renewal of expired membership.
B. No special assessments may be made against the members of the Society except that a charge may be made for any special publications or extra copies of regular publications, and token fees may be collected at a rate established by a majority vote of the Board of Directors from members participating in any official trip or activity of the Society.
C. Charges may be made for:
1. Attendance at Society sponsored activities.
2. Participation in Society sponsored field trips.
3. Copies of publications, maps, and other data.
D. All funds received shall be placed into an account in the name of the Society. This account shall be administrated by the Secretary-Treasurer.
E. Withdrawals from the Society account shall be made only for those purposes approved by a majority vote of the Board of Directors.
F. No Society funds shall be used to finance personal field trips by Society members or non-members except by approval of a majority vote of the Board of Directors and a majority vote of the membership, using the procedure outlined in Article IX of the Constitution.
G. A statement of the Society's financial position must be made at the June General meeting and October Board Meeting.
H. Provision may be made to accommodate in the Society's general account the surplus from funds acquired through the sale of equipment. This surplus is those moneys received which are in excess of a base figure established by a majority vote of the Board of Directors.
I. An Annual budget shall be prepared and published in the July newsletter.
XI. Properties
A. The Society is empowered to acquire real and personal property for use by and on behalf of the membership.
B. The Society shall be able to own, purchase, and maintain:
1. Any property necessary for the production of Society publications and the conduct of Society business.
2. The cave survey chairman shall have custody of instruments and materials necessary for maintenance of the cave survey.
3. Materials of educational and reference nature, including books, films, slides, maps, and exchange publications.
C. The Society shall be able to own, but not be required to maintain or purchase from Society funds, any equipment of a personal nature to be loaned out and used as Society property. This may include hard-hats, lamps, and any other equipment of this nature, excluding any climbing equipment or ropes.
D. The Society shall be empowered to purchase material of any nature for resale on the basis that the purchaser understands that the Society accepts no responsibility for, or in no way guarantees this material.
E. The Society accepts no legal responsibilities for damage, losses, or injuries incurred by users of any material owned by or purchased from the Society.
F. In the case of the dissolution of the Society, all Society property that is not owned by a private individual shall revert to the Wisconsin Geological and Natural History Survey, University Extension, the University of Wisconsin.
XII. The Society Chapter
A. One chapter of the Society may be formed by a two-thirds majority vote of the Board of Directors so that the Society can better represent and serve its members who live at a great enough distance that they cannot attend Society general meetings. The Chapter is defined as a non-committee sub unit of the Society consisting of Society members and having regular meetings in a county of Wisconsin other than that in which the majority of Board meetings take place. Chapter members are defined as Society members affiliated with the Chapter solely by choice. Chapter members, being members of the Society, shall have the same rights and privileges as all other members. The Chapter and its members are subject to the same rules as defined in the Constitution of the Society.
B. At least three-fourths of the Chapter meetings of each year shall take place in a county of Wisconsin designated by a majority vote of the Board of Directors.
C. With the formation of the Chapter, two new voting Board Member positions will be created to manage the affairs of the Chapter, their titles and duties to be defined by the Chapter members. The election of these Board Members will take place at a Chapter meeting, in the same county in which the majority of the Chapter meetings take place. Voting Chapter Board Members shall be elected in the month of May and shall serve for a period of one year, starting at the end of the May Chapter meeting.
D. The Chairman shall name and the Board shall approve Chapter appointed officers that the Chapter recommends to be named and approved. The term of office of Chapter appointed officers shall be determined by the Chapter. The Chapter will be responsible for the replacement of either or both of the Chapter elected officers and Chapter appointed officers. The creation of Chapter appointed offices are subject to the approval of the Board, as outlined in Section V., Part A of the Bylaws of this Constitution.
E. Neither the Chapter organization, nor the two voting Chapter Board Member positions, can be dissolved by the Board, nor can the Board change the county in which the majority of Chapter meetings are held unless two-thirds of voting Board Members, including both voting Chapter Board Members, approve of the dissolution or new county. The Board may dissolve the Chapter if the Chapter is presently without two voting Board Members and has been without two voting Board Members for the previous 120 or more days. The term of office of the two voting Chapter Board Members shall end when the county in which the majority of Chapter meetings occur is changed. All Chapter Board Member positions will be dissolved with the dissolution of the Chapter.
F. The Chapter meeting place, meeting times, meeting related activities and the use of funds collected by the Chapter shall be the sole business of the Chapter so long as these matters are in compliance with this Constitution.
XIII. Amendments to the Bylaws
Amendments to these Bylaws may be made by a majority vote of the Board of Directors, subject to a majority vote of the membership using the procedure outlined in Article IX of the Constitution; or amendments to the Bylaws may be made without action of the Board of Directors if approved by a two-thirds vote of the membership, using the procedure outlined in Article IX of the Constitution.