1
2 BY-LAWS
3
4 OF
5
6
7 THE MILWAUKEE OUTREACH CENTER, INC.
8
9 ARTICLE I. PURPOSES, OPERATION
10
11 The Corporation is organized and shall be operated
12 exclusively for the following, which are to be at all times
13 within the charitable, educational, religious, or scientific
14 purposes within the meaning of Section 501(c)(3) of the Internal
15 Revenue Code, (1) to communicate to the City of Milwaukee and
16 State of Wisconsin, in a meaningful and tangible way, genuine
17 care and concern for people in crisis? (2) to provide emergency
18 benevolence assistance and crisis hotline referral; (3) to work
19 side by side with area agencies and churches to meet people's
20 physical needs for food, clothing, rent, utilities and other
21 human needs; funds will be matched with cooperating organiza-
22 tions; this benevolence component of The Milwaukee Outreach
23 Center, Inc. will be referred to as "Operation Blessing"; and (4)
24 with growth we are seeking creative and innovative means to
25 improve the quality of life in our community.
26
27 ARTICLE II. OFFICES
28
29 SECTION 1. Principal Office. The principal office of
30 the Corporation in the State of Wisconsin shall be located at
31 7905 West Appleton Avenue, City of Milwaukee, County of
32 Milwaukee, State of Wisconsin 53218. The Corporation may change
33 such principal office and may establish such other offices,
34 either within or without the State of Wisconsin, as the Board of
35 Directors may designate from time-to-time.
36
37 SECTION 2. Registered Office. The registered office
38 of the Corporation required by the Wisconsin Business Corporation
39 Law to be maintained in the State of Wisconsin may be, but need
40 not be, identical with the principal office in the State of
41 Wisconsin, and the address of the registered office may be
42 changed from time-to-time by the Board of Directors.
43
44 ARTICLE III. BOARD OF DIRECTORS
45
46 SECTION 1. General Powers. The affairs of the
47 Corporation shall be managed by its Board of Directors. The
48 Board of Directors shall utilize and distribute the net earnings
49 and principal funds of the Corporation solely in accordance with
50 the purposes for which the Corporation was organized.
51
52 SECTION 2. Number, Tenure. Manner of Election and
53 Qualifications. The Board of Directors of the Corporation shall
54 consist of at least seven (7) but shall not exceed ten (10)
55 Directors at any time. Each director shall hold office until his
56
57
58 successor shall have been appointed. Directors need not be
59 residents of the State of Wisconsin.
60
61 SECTION 3. Regular and Annual Meetings. The Board of
62 Directors shall schedule an annual meeting during the month of
63 June for each year at a location chosen by the Directors. The
64 Board may also provide, by resolution, the time and place, for
65 the holding of regular meetings without other notice than such
66 resolution.
67
68 SECTION 4. Special Meetings. Special meetings of the
69 Board of Directors may be called by or at the request of the
70 Chairman or the President or any five (5) Directors. The person
71 or persons calling such meetings may fix any time or place for
72 holding any special meeting of the Board of Directors called by
73 them.
74
75 SECTION 5. Notice. Notice of any annual meeting shall
76 be given at least seventy-two (72) hours previously thereto, and
77 notice of any special meeting shall be given at least forty-
78 eight (48) hours previously thereto. Notice may be by oral or
79 written notice delivered personally or mailed to each director at
80 his last known address, or by telegram. If mailed, such notice
81 shall be deemed to be delivered when deposited in the United
82 States mail so addressed with postage thereon prepaid. If notice
83 be given by telegram, such notice shall be deemed to be delivered
84 when given to the telegraph company. Whenever any notice whatev-
85 er is required to be given to any director of the Corporation
86 under the provisions of these By-Laws or under the provisions of
87 the Articles of Incorporation or under the provisions of any
88 statute, a waiver thereof in writing, signed at any time, whether
89 before or after the time of meeting, by the director entitled to
90 such notice, shall be deemed equivalent to the giving of such
91 notice. The attendance of a director at a meeting shall consti-
92 tute a waiver of notice of such meeting except where a director
93 attends a meeting and objects thereat to the transaction of any
94 business because the meeting is not lawfully called or convened.
95 Neither the business to be transacted at, nor the purpose of, any
96 regular or special meeting of the Board of Directors need be
97 specified in the notice or waiver of notice of such meeting.
98
99 SECTION 6. Quorum. A majority of the directors then
100 in office shall constitute a quorum for the transaction of
101 business at any meeting of the Board of Directors, but though
102 less than such quorum is present at a meeting a majority of the
103 directors present may adjourn the meeting from tiroe-to-time
104 without further notice.
105
106 SECTION 7. Manner of Acting. The act of the majority
107 of the directors present at a meeting at which a quorum is
108 present, shall be the act of the Board of Directors, unless the
109 act of a greater number is required by these By-Laws or by law.
110 Between meetings and other informal or other actions of the
111 Board, an Executive Committee shall be authorized to take all
112 actions the Board may take except for amending these By-Laws and
113 such other matters as the Board determines.
114
115
116 SECTION 8. Removal of director. Any director may be
117 removed from office, either with or without cause, by the affirm-
118 ative vote of a majority of directors then in office taken at an
119 annual meeting, at any regularly scheduled meeting, or at a
120 special meeting of directors called for that purpose.
121
122 SECTION 9. Vacancies. Any vacancy occurring in the
123 Board of Directors may be filled by the affirmative vote of a
124 majority of the directors then in office at an annual meeting, at
125 any regularly scheduled meeting, or at a special meeting of
126 directors called for that purpose.
127
128 SECTION 10. Compensation. Subject to the provisions
129 of Article VI, Section 1, below, the Board of Directors, by
130 affirmative vote of a majority of the directors then in office,
131 and irrespective of any personal interest of any of its members
132 may establish reasonable compensation of all directors for
133 services rendered to the Corporation as directors, officers or
134 otherwise, or may delegate such authority to an appropriate
135 committee.
136
137 SECTION 11. Presumption of Assent. A director of the
138 Corporation who is present at a meeting of the Board of Directors
139 or a committee thereof at which action on any corporate matter is
140 taken shall be presumed to have assented to the action taken
141 unless his dissent shall be entered in the minutes of the meeting
142 or unless he shall file his written dissent to such action with
143 the person acting as the secretary of the meeting before the
144 adjournment thereof or shall forward such dissent by registered
145 mail to the Secretary of the Corporation immediately after the
146 adjournment of the meeting. Such right to dissent shall not
147 apply to a director who voted in favor of such action.
148
149 SECTION 12. Rules and Informal Action. Meetings and
150 all activities of the Board, the Executive Committee and other
151 corporate committees and commissions shall be conducted according
152 to the current edition in effect of Roberts Rules of Order,
153 except where inconsistent with the terms of the Articles of
154 Incorporation or these By-Laws, in which event the Articles or
155 By-Laws shall govern, provided that any action required or
156 permitted to be taken at any meeting of the Board of Directors or
157 any committee or commission may also be taken without a meeting
158 if a consent in writing setting forth the action so taken shall
159 be signed by all of the directors or members of such committee or
160 commission.
161
162 ARTICLE IV. OFFICERS
163
164 SECTION 1. Principal Officers. The principal officers
165 of the Corporation shall be a Chairman, a President, a Vice-
166 President, a Secretary and a Treasurer, each of whom shall be
167 elected by the Board of Directors. Such other officers and
168 assistant officers as may be deemed necessary may be elected or
169 appointed by the Board of Directors. Any two or more offices may
170
171
172 be held by the same person, except the offices of President and
173 Secretary and President and Vice President.
174
175 SECTION 2. Election and Terms of Office. The officers
176 of the Corporation to be elected by the Board of Directors shall
177 be elected annually by the Board of Directors at its annual
178 meeting. If the election of officers shall not be held at such
179 meeting, such election shall be held as soon thereafter as
180 conveniently may be. Each officer shall hold office until his
181 successor shall have qualified or until his death or until he
182 shall resign or shall have been removed in the manner provided
183 hereinafter.
184
185 SECTION 3. Removal. Any officer or agent elected or
186 appointed by the Board of Directors and all employees and others
187 serving the Corporation, regardless of how elected, appointed
188 hired or retained may be removed by the Board of Directors when-
189 ever in its judgment the best interest of the Corporation will be
190 served thereby, but such removal shall be without prejudice to
191 the contract rights, if any, of the person so removed. Election
192 or appointment shall not, of itself, create contract rights.
193
194 SECTION 4. Vacancies. A vacancy in any principal
195 office because of death, resignation, removal, disqualification
196 or otherwise, shall be filled by the Board of Directors for the
197 unexpired portion of the term.
198
199 SECTION 5. Chairman. The Chairman shall be a non-
200 elected, appointed position on the Board of Directors. The
201 Chairman shall be a non-voting position. The Chairman shall
202 preside over meetings of the Board of Directors and shall have
203 such other duties as the Board directs from time-to-time. In the
204 event that the Chairman is absent or otherwise unable to act, the
205 President shall perform the Chairman's duties.
206
207 SECTION 6. President. The President shall be the
208 principal executive officer of the Corporation, subject to the
209 control of the Board of Directors, shall in general supervise and
210 control all of the business and affairs of the Corporation. He,
211 as chairman or in the Chairman's absence, shall, when present,
212 preside at all meetings of the Board of Directors. He may sign,
213 with the Secretary or any other proper officer of the Corporation
214 thereunto authorized by the Board of Directors, any deeds,
215 mortgages, bonds, contracts, or other instruments which the Board
216 of Directors has authorized to be executed, except in cases where
217 the signing and execution thereof shall be expressly delegated by
218 the Board of Directors or by these By-Laws or some other law to
219 be otherwise signed or executed, and in general shall perform all
220 duties incident to the office of President and such other duties
221 as may be prescribed by the Board of Directors from time-to-time.
222
223 SECTION 7. Vice President. In the absence of the
224 President or in the event of his death or inability to act, the
225 Vice President or if there shall be more than one, the Vice
226 Presidents in the order determined by the Board of Directors,
227 shall perform the duties of the President, and when so acting,
228
229 shall have all the powers of and be subject to all the
230 restrictions upon the President. The Vice President or Vice
231 Presidents, as the case may be, shall perform such other duties
232 and have such other powers as the Board of Directors may from
233 time-to-time prescribe.
234
235 SECTION 8. Secretary. The Secretary shall: (a) keep
236 any minutes of the Board of Directors' meetings in one or more
237 books provided for the purpose; (b) see that all notices are duly
238 given by law; (c) by custodian of the corporate books and records
239 of the Corporation; and (d) in general, perform all duties
240 incident to the office of Secretary and such other duties as from
241 time-to-time may be assigned to him/her by the President or by
242 the Board of Directors.
243
244 SECTION 9. Treasurer. If required by the Board of
245 Directors, the Treasurer shall give a bond for the faithful
246 discharge of his duties in such sum and with such surety or
247 sureties as the Board of Directors shall determine. He shall:
248 (a) have charge and custody of and be responsible for all funds
249 and securities of the Corporation; receive and give receipts for
250 monies due and payable to the Corporation from any source
251 whatsoever, and deposit all monies in the name of the Corporation
252 in such banks, trust companies or other depositories as shall be
253 selected in accordance with the provisions of these By-Laws; and
254 (b) in general, perform all of the duties incident to the office
255 of Treasurer and such other duties as from time-to-time may be
256 assigned to him by the President or by the Board of Directors.
257
258 SECTION 10. Salaries. Officers and directors shall
259 ordinarily serve without compensation, but in unusual circum-
260 stances the Board of Directors may approve the salaries for the
261 officers or compensation for directors which shall not be unrea-
262 sonable for the services rendered by them to the Corporation. No
263 officer shall be prevented from receiving any salary by reason of
264 the fact that he or she is also a director of the Corporation.
265
266 ARTICLE V. INDEMNIFICATION
267
268 SECTION 1. Definitions Relating to Indemnification.
269 For the purposes of this Article V, the following terms shall
270 have the meanings ascribed to them in this section:
271
272 (a) "director or officer" shall mean any of the
273 following:
274
275 (i) a natural person who is or was a
276 director of the Corporation;
277
278 (ii) a natural person who, while a director
279 or officer of the Corporation, is or was serving at the
280 Corporation's request as a director, officer, partner,
281 trustee, member of any governing or decision-making
282 committee, employee or agent of another Corporation or
283 foreign Corporation, partnership, joint venture, trust
284 or other enterprise;
285
286
287 (iii) a natural person who, while a director
288 or officer of the Corporation, is or was serving an
289 employee benefit plan because his or her duties to the
290 Corporation also imposed duties on, or otherwise
291 involved services by, the person to the plan or to
292 participants in or beneficiaries of the plan;
293
294 (iv) unless the context requires otherwise,
295 the estate or personal representative of a director or
296 officer.
297
298 (b) "Expenses" shall include fees, costs,
299 charges, disbursements, attorney fees and any other expenses
300 incurred in connection with a proceeding.
301
302 (c) "Liability" shall include the obligation to
303 pay a judgment, settlement, penalty, assessment, forfeiture
304 or fine, including any excise tax assessed with respect to
305 an employee benefit plan, and reasonable expenses.
306
307 (d) "Party" shall mean a natural person who was
308 or is, or is threatened to be made, a named defendant or
309 respondent in a proceeding.
310
311 (e) "Proceeding" shall mean any threatened,
312 pending or completed civil, criminal, administrative or
313 investigative action, suit, arbitration or other proceeding,
314 whether formal or informal, which involved foreign, federal,
315 state or local law and which is brought by or in the right
316 of the Corporation or by any other person.
317
318 SECTION 2. Mandatory Indemnification.
319
320 (1) The Corporation shall indemnify a director or
321 officer to the extent he or she has been successful on the merits
322 or otherwise in the defense of a proceeding, for all reasonable
323 expenses incurred in the proceeding if the director or officer
324 was a party because he or she is a director or officer.
325
326 (2) In cases not included under subparagraph 1, above,
327 the Corporation shall indemnify a director or officer, against
328 liability incurred by the director or officer, in a proceeding to
329 which the director or officer was a party because he or she is a
330 director or officer of the Corporation, unless liability was
331 incurred because the director or officer breached or failed to
332 perform a duty he or she owes to the Corporation and the breach
333 or failure to perform constitutes any of the following:
334
335 (a) A willful failure to deal fairly with the
336 Corporation or its members in connection with a matter in
337 which the director or officer has a material conflict of
338 interest.
339
340 (b) A violation of criminal law, unless the
341 director or officer had reasonable cause to believe his or
342
343 her conduct was lawful or no reasonable cause to believe his
344 or her conduct was unlawful.
345
346 (c) A transaction from which the director or
347 officer derived an improper personal profit.
348
349 (d) Willful misconduct.
350
351 Determination of whether indemnification is required under
352 this subparagraph shall be made under the provisions of Section 3
353 hereof. The termination of a proceeding by judgment, order,
354 settlement or conviction, or upon a plea of no contest or an
355 equivalent plea shall not, by itself, create a presumption that
356 indemnification of the director, officer, employee or agent is
357 not required under this subparagraph.
358
359 (3) A director, officer, employee or agent who seeks
360 indemnification under this section shall make a written request
361 to the Corporation.
362
363 (4) Indemnification under this section is not required
364 if the director or officer has previously received
365 indemnification or allowance of expenses from any person,
366 including the Corporation, in connection with the same
367 proceeding.
368
369 SECTION 3. Determination of Right to Indemnification.
370 Unless provided otherwise by written agreement between the direc-
371 tor or officer and the Corporation, the director or officer
372 seeking indemnification under subparagraph 2 of Section 2 hereof,
373 shall select one of the following means for determining his or
374 her right to indemnification:
375
376 (a) By majority vote of a quorum of the Board of
377 Directors consisting of directors not at the time parties to
378 the same or related proceedings. If a quorum of disinter-
379 ested directors cannot be obtained, by majority vote of a
380 committee duly appointed by the Board of Directors and
381 consisting solely of two or more directors not at the time
382 parties to the same or related proceedings. Directors who
383 are parties to the same or related proceedings may partici-
384 pate in the designation of members of the committee.
385
386 (b) By independent legal counsel selected by a
387 quorum of the Board of Directors or its committee in the
388 manner prescribed in subparagraph (a) or, if unable to
389 obtain such a quorum or committee, by a majority vote of the
390 full Board of Directors, including directors who are parties
391 to the same or related proceedings.
392
393 (c) By a panel of three arbitrators consisting of
394 one arbitrator selected by those directors entitled under
395 subparagraph (b) to select independent legal counsel, one
396 arbitrator selected by the director or officer seeking
397 indemnification, and one arbitrator selected by the two
398 arbitrators previously selected.
399
400
401 (d) By affirmative vote of members as provided in
402 Section 181.17 of the Wisconsin Statutes, if there are
403 members having voting rights. Membership rights owned by or
404 voted under the control of persons who are at the time
405 parties to the same or related proceedings, whether as
406 plaintiffs or defendants or in any other capacity, may not
407 be voted in making the determination.
408
409 (e) A court as provided in Section 6 hereof.
410
411 (f) By any other method provided in any
412 additional right to indemnification permitted under Section 5
413 hereof.
414
415 SECTION 4. Allowance of Expenses as Incurred. Upon
416 written request by a director or officer who is a party to a
417 proceeding, the Corporation shall pay or reimburse his other
418 reasonable expense as incurred if the director, officer, employee
419 or agent provides the Corporation with all of the following:
420
421 (a) A written affirmation of his or her good
422 faith belief that he or she has not breached or failed to
423 perform his or her duties to the Corporation.
424
425 (b) A written undertaking, executed personally or
426 on his or her behalf, to repay the allowance and, to pay
427 reasonable interest on the allowance to the extent that it
428 is ultimately determined under Section 3 hereof that indem-
429 nification under Section 2 hereof is not required and that
430 indemnification is not ordered by a court under Section 6
431 hereof. The undertaking under this subparagraph shall be an
432 unlimited general obligation of the director or officer and
433 may be accepted without reference to his or her ability to
434 repay the allowance. The undertaking may be unsecured.
435
436 SECTION 5. Additional Rights to Indemnification and
437 Allowance of Expenses.
438
439 (1) Except as provided in paragraph (2) of this
440 Section 5, the provisions of Section 2 and Section 4 hereof do
441 not preclude any additional right to indemnification or allowance
442 of expenses that a director or officer may have under any of the
443 following as may be provided for pursuant to Section 9 hereof:
444
445 (a) the written agreement between the director or
446 officer and the Corporation;
447
448 (b) a resolution of the Board of Directors;
449
450 (c) a resolution, after notice, adopted by a
451 majority vote of members who are entitled to vote if
452 the Corporation should at any time have voting members.
453
454 (2) Regardless of the existence of an additional right
455 to indemnification or allowance of expenses, the Corporation
456
457 shall not indemnify a director or officer, or permit a director
458 or officer to retain any allowance of expenses unless it is
459 determined by or on behalf of the Corporation that the director
460 or officer did not breach or fail to perform a duty he or she
461 owes to the Corporation which constitutes conduct under
462 subparagraphs 2(2)(a), (b) , (c) or (d). A director or officer
463 who is a party to the same or related proceeding for which
464 indemnification or an allowance of expenses is sought may not
465 participate in a determination under this subparagraph. None of
466 the provisions contained in this Article V shall affect the
467 Corporation's power to pay or reimburse expenses incurred by a
468 director or officer in any of the following circumstances:
469
470 (a) as a witness in a proceeding to which he or
471 she is not a party;
472
473 (b) as a plaintiff or petitioner in a proceeding
474 because he or she is or was an employee, agent, director or
475 officer of the Corporation.
476
477 SECTION 6. Court Ordered Indemnification. Except as
478 provided otherwise by written agreement between the director or
479 officer and the Corporation, a director or officer who is a party
480 to a proceeding may apply for indemnification to the court
481 conducting the proceeding or to another court of competent
482 jurisdiction. Application shall be made for an initial
483 determination by the court under the provisions of paragraph 3(e)
484 or for review by the court of an adverse determination under
485 paragraphs 3 (a), (b) , (c) , (d) , or (f) .
486
487 SECTION 7. Contract. The assumption by a person of a
488 term of office as a director or officer, of the Corporation or,
489 at the request of the Corporation, as a director or officer of
490 another Corporation, partnership joint venture, trust or other
491 enterprise, and the continuance in office or service of those
492 persons who are any such directors, officers, employees or agents
493 of the adoption of this Article, shall constitute a contract
494 between such person and the Corporation entitling him during such
495 term of office or service to all of the rights and privileges of
496 indemnification afforded by this Article as in effect as of the
497 date of his assumption or continuance in such term of office or
498 service, but such contract shall not prevent, and shall be
499 subject to modification by, amendment to this Article at any time
500 prior to receipt by the Corporation of actual notice of a claim
501 giving rise to any such person's entitlement to indemnification
502 hereunder.
503
504 SECTION 8. Insurance. The Corporation shall have
505 power to purchase and maintain insurance on behalf of any person
506 who is or was a director, officer, employee or agent of the
507 Corporation against any liability asserted against and incurred
508 by him in any such capacity or arising out of his status as such,
509 whether or not the Corporation would have the power to indemnify
510 him against such liability under the provisions of this Article
511 or Sections 181.041 through 181.051 of the Wisconsin Nonstock
512 Corporation Law.
513
514
515 SECTION 9. Indemnification. Except as provided in
516 Paragraph 2 of Section 5, or as prohibited by law, the Board of
517 Directors may, by resolution, provide for indemnification or may
518 authorize contracts providing for indemnification of officers,
519 directors or other employees or agents upon such terms as the
520 Board, in its discretion, considers appropriate, including terms
521 that expand the rights provided under this Article V.
522
523 SECTION 10. Self-Dealing. Notwithstanding any other
524 provision of this Article to the contrary, no person shall be
525 entitled to indemnification hereunder if such indemnification or
526 the payment by the Corporation of any monies in connection
527 therewith constitutes, or would constitute, an act of "self-
528 dealing" within the meaning of Section 4941 of the Internal
529 Revenue Code of 1986 or any successor provision thereto. The
530 Corporation shall have the right to rely on a written opinion of
531 independent legal counsel with respect to any determination of
532 "self-dealing" hereunder which shall be binding and conclusive
533 unless a contrary determination shall be made in any
534 administrative or court proceeding and the time for appeal by
535 either party to such proceeding shall have expired. If the
536 Corporation shall have made any payment under this Article prior
537 to a determination that such payment constitutes an act of
538 "self-dealing," the person to whom or for whose benefit such
539 payment was made shall repay the amount thereof to the
540 Corporation on demand if it should subseguently be determined
541 that such payment constituted an act of "self-dealing." Nothing
542 herein shall be construed as placing upon the Corporation any
543 obligation to contest by court or administrative proceedings, or
544 otherwise, any assertion that any indemnification or payment
545 pursuant to this Article constitutes an act of "self-dealing."
546
547 SECTION 11. Effect of Invalidity. The invalidity or
548 unenforceability of any provision of this Article shall not
549 affect the validity or enforceability of any other provision of
550 this Article or of these By-Laws.
551
552 ARTICLE VI. MISCELLANEOUS
553
554 SECTION 1. Seal. The Corporation shall not have a
555 corporate seal, and the words, "no corporate seal" shall be
556 inserted in any document where a corporate seal would normally be
557 placed.
558
559 SECTION2. Amendment. These By-Laws may be amended or
560 repealed by vote of a majority of the Members of the Board of
561 Directors then in office.
562
563 DATED: This 12th day of February, 1991.
564
565 "No Corporate Seal"
566
567 Richard Hansen, secretary
