This organization is an incorporated association of volunteers headquartered in the County of Milwaukee, Wisconsin, established to support, maintain and enhance Cathedral Square as a historic public gathering place. The Friends will use various means to achieve these goals, including, but not limited to, raising funds for accomplishing such purposes and sponsoring educational, recreational and cultural events. The name of this organization shall be “Cathedral Square Friends” (hereinafter referred to as “Friends)”.
The Friends activities shall be limited to the exclusive purposes permitted for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of the United States and corresponding provisions of applicable successor revenue acts. All funds received by the Friends shall be dedicated and invested solely for such purposes. The Board of Directors may establish guidelines for the acceptance of gifts and disbursement of funds by the Friends in such manner as may, in the judgment of the Board of Directors, be consistent with the purposes of the Friends.
ARTICLE II. Board of Directors.
Section 1: General
The affairs of the Friends shall be managed by a Board of Directors which shall initially consist of the persons, signatory to these bylaws as set forth below who shall serve until the first annual meeting of the Board in March, 2017. Thereafter, the Board shall consist of not less than 7 or more than 12 persons elected by the Board. Board members shall serve until they give notice of intention to terminate their membership in writing to the Board. The Board shall have control of and be responsible for the management of the affairs and property of the Friends.
A. Additional Directors. Additional Directors may be elected from time to time by the Board of Directors.
B. Vacancies. Any vacancy occurring among members of the Board for any reason may be filled by the affirmative vote of a majority of the Directors.
C. Removal. A Director may be removed from office, with or without cause, by the affirmative vote of 3/4 of the Directors then in office at a special meeting called for that purpose.
Section 2: Meetings.
A. Annual Meetings. An annual meeting of the Board for the purpose of electing officers and transacting other necessary business shall be held at a specific date, time, place and format that shall be determined by the Board.
B. Regular Meetings. Regular meetings of the Board shall be held at such times and places as shall be determined by the Board.
C. Special Meetings. Special meetings of the Board maybe called for any purpose at any time by the President and shall be called by the President or Secretary upon the written request of any three (3) directors.
D. Notice and Quorum. Notice of the time and place of all meetings of the Board shall be given by email by the Secretary to each Director. Notice shall be sent at least five (5) days prior to the meeting. A majority of Directors shall constitute a quorum for the transaction of business at a meeting.
E. Meetings by Telephone or Other Communication Technology. Any or all Directors may participate in a meeting of the Board or a committee, or conduct the meeting through the use of telephones or any other means of communication by which either: (i) all participating Directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting.
F. Action by Written Consent. Any action required or permitted to be taken at a Board meeting may be taken by written action signed by two-thirds (2/3) of the Directors then in office. All Directors shall receive written notice of any action so taken and such action shall be effective on the date specified in the written consent or on the tenth day after the date on which written notice is given, whichever is later.
Section 3: Committees.
A. Special Committees. Subject to approval by the Board special committees or standing committees may be established. The board will prescribe their functions and duties, and the number and method of appointment of members. The committee chairperson must be a member of the Board Section
4: Conflicts of Interest. Each Director shall disclose to the Board any duality of interest or possible conflict of interest regarding a matter being considered by the Board or a committee thereof and shall abstain from voting on such matter.
ARTICLE III. Officers
The principal officers of the Friends shall be a President, Vice President, Secretary and Treasurer each of whom shall be elected at the annual meeting of the Board from among members of the Board and shall have the following duties in addition to such specific duties as may be prescribed by the Board:
A. President: shall be the chief executive officer of the Friends; subject to the control of the Board, shall be responsible for managing the Friends and executing actions prescribed by the Board and shall preside at the meetings of the Board.
B. Vice President: shall perform such duties as may from time to time by assigned by the President or the Board and in the absence of the President shall preside at meetings of the Board.
C. Secretary: shall record and maintain minutes of the Board and Executive Committee, shall maintain current rosters of the names, addresses and contact information for
members of the Board, and shall be responsible for giving notice of meetings in accordance with these Bylaws.
D. Treasurer: shall maintain the financial records of the Friends, act as chair of the Finance Committee, and provide regular reports to the Board and Executive Committee regarding the financial status of the Friends.
ARTICLE IV. Membership.
The Board of Directors may, but shall not be required to, establish a membership in FRIENDS stipulating such qualifications, requirements and classifications of members as the Board shall determine; provided, however, that members shall not have voting rights.
ARTICLE V. Fiscal Year.
The fiscal year of the Friends shall end December 31.
ARTICLE VI. Amendments.
These Bylaws may be amended by a two-thirds (2/3) vote of Directors at any meeting of the Board for which notice as required herein specifying the proposed amendment shall have been given.
These Bylaws have been adopted and subscribed to by the undersigned constituting the initial Board of Directors of the Friends as of the 16 day of November, 2017.
Cathedral Square Friends Bylaws
ARTICLE I. Organization, Purposes, Name.
This organization is an incorporated association of volunteers headquartered in the County of Milwaukee, Wisconsin, established to support, maintain and enhance Cathedral Square as a historic public gathering place. The Friends will use various means to achieve these goals, including, but not limited to, raising funds for accomplishing such purposes and sponsoring educational, recreational and cultural events. The name of this organization shall be “Cathedral Square Friends” (hereinafter referred to as “Friends)”.
The Friends activities shall be limited to the exclusive purposes permitted for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of the United States and corresponding provisions of applicable successor revenue acts. All funds received by the Friends shall be dedicated and invested solely for such purposes. The Board of Directors may establish guidelines for the acceptance of gifts and disbursement of funds by the Friends in such manner as may, in the judgment of the Board of Directors, be consistent with the purposes of the Friends.
ARTICLE II. Board of Directors.
Section 1: General
The affairs of the Friends shall be managed by a Board of Directors which shall initially consist of the persons, signatory to these bylaws as set forth below who shall serve until the first annual meeting of the Board in March, 2017. Thereafter, the Board shall consist of not less than 7 or more than 12 persons elected by the Board. Board members shall serve until they give notice of intention to terminate their membership in writing to the Board. The Board shall have control of and be responsible for the management of the affairs and property of the Friends.
A. Additional Directors. Additional Directors may be elected from time to time by the Board of Directors.
B. Vacancies. Any vacancy occurring among members of the Board for any reason may be filled by the affirmative vote of a majority of the Directors.
C. Removal. A Director may be removed from office, with or without cause, by the affirmative vote of 3/4 of the Directors then in office at a special meeting called for that purpose.
Section 2: Meetings.
A. Annual Meetings. An annual meeting of the Board for the purpose of electing officers and transacting other necessary business shall be held at a specific date, time, place and format that shall be determined by the Board.
B. Regular Meetings. Regular meetings of the Board shall be held at such times and places as shall be determined by the Board.
C. Special Meetings. Special meetings of the Board maybe called for any purpose at any time by the President and shall be called by the President or Secretary upon the written request of any three (3) directors.
D. Notice and Quorum. Notice of the time and place of all meetings of the Board shall be given by email by the Secretary to each Director. Notice shall be sent at least five (5) days prior to the meeting. A majority of Directors shall constitute a quorum for the transaction of business at a meeting.
E. Meetings by Telephone or Other Communication Technology. Any or all Directors may participate in a meeting of the Board or a committee, or conduct the meeting through the use of telephones or any other means of communication by which either: (i) all participating Directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting.
F. Action by Written Consent. Any action required or permitted to be taken at a Board meeting may be taken by written action signed by two-thirds (2/3) of the Directors then in office. All Directors shall receive written notice of any action so taken and such action shall be effective on the date specified in the written consent or on the tenth day after the date on which written notice is given, whichever is later.
Section 3: Committees.
A. Special Committees. Subject to approval by the Board special committees or standing committees may be established. The board will prescribe their functions and duties, and the number and method of appointment of members. The committee chairperson must be a member of the Board Section
4: Conflicts of Interest. Each Director shall disclose to the Board any duality of interest or possible conflict of interest regarding a matter being considered by the Board or a committee thereof and shall abstain from voting on such matter.
ARTICLE III. Officers
The principal officers of the Friends shall be a President, Vice President, Secretary and Treasurer each of whom shall be elected at the annual meeting of the Board from among members of the Board and shall have the following duties in addition to such specific duties as may be prescribed by the Board:
A. President: shall be the chief executive officer of the Friends; subject to the control of the Board, shall be responsible for managing the Friends and executing actions prescribed by the Board and shall preside at the meetings of the Board.
B. Vice President: shall perform such duties as may from time to time by assigned by the President or the Board and in the absence of the President shall preside at meetings of the Board.
C. Secretary: shall record and maintain minutes of the Board and Executive Committee, shall maintain current rosters of the names, addresses and contact information for
members of the Board, and shall be responsible for giving notice of meetings in accordance with these Bylaws.
D. Treasurer: shall maintain the financial records of the Friends, act as chair of the Finance Committee, and provide regular reports to the Board and Executive Committee regarding the financial status of the Friends.
ARTICLE IV. Membership.
The Board of Directors may, but shall not be required to, establish a membership in FRIENDS stipulating such qualifications, requirements and classifications of members as the Board shall determine; provided, however, that members shall not have voting rights.
ARTICLE V. Fiscal Year.
The fiscal year of the Friends shall end December 31.
ARTICLE VI. Amendments.
These Bylaws may be amended by a two-thirds (2/3) vote of Directors at any meeting of the Board for which notice as required herein specifying the proposed amendment shall have been given.
These Bylaws have been adopted and subscribed to by the undersigned constituting the initial Board of Directors of the Friends as of the 16 day of November, 2017.
Amended as of March 6th, 2024