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WISCONSIN ASSOCIATION OF PEER SPECIALISTS, INC.

A Wisconsin Association of Peer Providers Building Bridges Through Collaborative Communication

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Together we will revolutionize the mental health system statewide by promoting, supporting and advocating for the profession of Peer Specialist


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                                                        VISION STATEMENT                                                                                                                                   The Wisconsin Association of Peer Specialist, Inc. will:                           

¨ Promote recovery, inspire hope and encourage empowerment through community education

¨ Create a professional network of Peer Specialists and provide employment opportunities via a newsletter, website, and list serve.

¨ Promote Peer Specialists as a career profession by defining roles and improving standards and practices

¨ Market the effectiveness of Peer Specialists within the mental health system

¨ Promote and advocate for the rights of Peer Specialists

¨ Connect Peer Specialists statewide to build a statewide network of resources and supports


VALUED BELIEFS


-Move forward in their recovery while helping people with their recoveries
-Contribute to reducing stigma in society, on the job, among our peers and ourselves
-Are proactive and courageous leaders, fighting for the rights of people with lived experience in mental health and AODA
-Will adhere to the Wisconsin Certified Peer Specialist Code of Conduct
-Strengthen the relationship between persons with lived experience in mental health/AODA and providers through  collaborative communication.
- Empower people and are living examples of recovery and its possibilities.



CORPORATE  ARTICLES OF INCORPORATION


Executed by the undersigned for the purpose of forming a Wisconsin non-stock  not for profit corporation under Ch. 181 of the Wisconsin Statutes, repealed and recreated by 1997 Wisconsin Tax Act 79:

 

Article 1.  The name of the corporation shall be Wisconsin Association of Peer Specialists, Inc.

 

Article 2.  The corporation is organized under Ch. 18 of the Wisconsin Statutes.

 

Article 3.  The name of the initial registered agent is Alyce M. Knowlton-Jablonski.

 

Article 4.  The street address of the initial registered office is 926 South 16th Avenue, Wausau, WI 54401-5772 in the city of Wausau, WI, Marathon County.

 

Article 5.  Mailing address of the initial principal office is 926 South 16th Avenue, Wausau, WI 54401-5772, Marathon County.

 

Article 6.  The corporation shall have members.

 

Article 7.  The names and addresses of the initial officers of the corporation are:

President: David Freudenthal, N55W21217 Logan Drive, Menomonee Falls, WI 53051

Vice-President: Carol Slovachek, 7850 36th Avenue, Kenosha, WI 53142

Secretary: Faith Boersma, c/o NAMI Fox Valley, 516 W. 6th Street, Appleton, WI 54911

Treasurer: Mary Beth Parish, 2902 Jelinick Circle, Weston, WI 54476                                                                   

 

Article 9.  The purpose or purposes for which the corporation is organized is to revolutionize the mental health system statewide by promoting, supporting and advocating for the profession of Peer Specialist and peer support in mental health/AODA systems of care.

Said corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future United States Internal Revenue law.

 

Article 10.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Nine hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation or not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)3 of the Internal Revenue Code, or by the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)2 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Article 11. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes/

 

Article 12.  The name and address of the initial incorporator is Alyce M. Knowlton-Jablonski, 926 South 16th Avenue, Wausau, WI 54401-5772




CORPORATE BY-LAWS



Wisconsin Association of Peer Specialists, Inc.

By Laws

 

ARTICLE 1: NAME OF ORGANIZATION

 

This organization shall be known as the WisconsinAssociation of Peer Specialists, Inc., and shall be incorporated as a private, non-profit organization under the laws of Wisconsin.

 

ARTICLE 2: OFFICES

 

SECTION 1.  PRINCIPAL OFFICE

The principal office of the corporation for the transaction of the business is located at 926 South 16th Avenue, Wausau, WIin the county of Marathon.

 

SECTION 2.  CHANGE OF ADDRESS

The county of the corporation’s principal office can be changed only by amendment of these Bylaws. The Board of Directors may; however, change the principal office from one location to another within the named county by noting the changed address and effective date, and such change of address shall not be deemed an amendment of these Bylaws.

 

SECTION 3.  REGISTERED OFFICE

The registered office of this corporation shall be: 926 South 16th Avenue, Wausau, WI unless otherwise designated by the Board of Directors.

 

SECTION 4.  OTHER OFFICES

The corporation may also have offices at such other places within or without the State of Wisconsin where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

 

ARTICLE 3: PURPOSES

 

SECTION 1.  MISSION STATEMENT

Together we will revolutionize the mental health system statewide by promoting, supporting and advocating for the profession of Peer Specialist.

 

SECTION 2.   VISION STATEMENT

The Wisconsin Association of Peer Specialists will promote recovery, inspire hope and encourage empowerment through community/systems education; create a professional network of peer specialists to provide employment opportunities via a newsletter, website

And list serve; create job opportunities with fair compensation; promote peer specialist as a career profession by defining roles and improving standards and practices; market the effectiveness of Peer Specialists within mental health services; protect and advocate for the rights of Peer Specialist; connect peer specialists statewide to build a statewide network of resources and any other objective or purpose related to the mission of the  organization that is consistent with 501(c)3 tax exempt status of the United States Internal Revenue Code or the corresponding section of any future United States Internal Revenue law (or any futures |United States Internal Revenue law) as relates to exclusivity to religious, charitable, scientific, literary or educational purposes.

 

 

 

ARTICLE 4: MEMBERS

 

SECTION 1.  DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have four classes of members—low income, individual, professional and organizational. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all members shall have the same rights, privileges, restrictions, and conditions.

 

SECTION 2.  QUALIFICATION OF MEMBERS

Any person is eligible to be an individual member of this corporation. Any organization supporting the peer support movement is eligible to be an organizational member.

 

SECTION 3.  ADMISSION OF MEMBERS

Applicants shall be admitted to membership on making application in writing and on payment of the first annual dues, as specified in the following sections of this Bylaw.

 

SECTION 4.  FEES, DUES AND ASSESSMENTS

(a) No fee shall be charged for making application for membership in the corporation.

(b) The annual dues payable to the corporation by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.

(c) Memberships shall be non-assignable.

(d) No individual who is otherwise eligible for membership shall be excluded for lack of funds.

 

SECTION 5.  NUMBERS OF MEMBERS

There is no limit on the number of members the corporation may admit.

 

SECTION 6.  MEMBERSHIP RECORDS AND TERM

The corporation shall keep a membership file containing the name, address,  phone number and email address of each member. Termination of the membership of any member shall be recorded in the file together with the date of termination of such membership. Such file shall be kept at the organization's principle office and shall be available for inspection by any director or member of the corporation during regular business hours. Any director or member of the corporation may request a copy of the membership list.

 

 The record of names and addresses of the members of this corporation shall constitute the membership list of this organization and shall not be used, in whole or part, by any person for any purpose not directly related to a member's interest as a member, and confidentiality shall be respected.

 

A member’s term shall begin upon issuance of a membership certificate and the date of expiration shall be calculated based on the date of issuance of that certificate.

 

SECTION 7.  NON-LIABILITY OF MEMBERS

A member of this organization is not, as such, personally liable for the debts, liabilities, or obligations of the organization.

 

SECTION 8.  NON TRANSFERABILITY OF MEMBERSHIPS

No member may transfer for value a membership or any right arising there from. All rights of membership cease upon the member's death.

 

SECTION 9.  TERMINATION OF MEMBERSHIPS

(a) Grounds for termination. The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the Executive Director, President or Secretary of the corporation personally, by mail or electronically by email or fax, such membership to terminate upon the date of delivery of the notice or the date of deposit in the mail.

(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.

(3) Upon a failure to renew his on her membership, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the membership secretary. A member may avoid such termination by signifying an interest in continuing as a member within a thirty (30) day period following the member's receipt of the written notice of membership expiration.

(b) Procedure for expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented:

(1) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.

(2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Executive Committeein accordance with the quorum and voting rules set forth in these Bylaws applicable to meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.

(3) Following the hearing, the  recommendation of the Executive Committee  shall be brought before the then next regular meeting of the Board of Directors who shall who shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board of Directorsshall be final.

(4) Any person expelled from the organization shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of dues payment.

 

SECTION 10.  RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a member in the corporation shall cease on termination of membership as herein provided.

 

SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effective only in accordance with the provisions of this Section.

 

ARTICLE 5: MEETINGS OF MEMBERS

 

SECTION 1.  PLACE OF MEETINGS

Meetings of members shall be held at such other place or places within or without the State of Wisconsinas may be designated from time to time by resolution of the Board of Directors.

 

SECTION 2.  ANNUAL AND OTHER REGULAR MEETINGS

An annual meeting of members, where directors/officers shall be elected, shall be set at a time, date and place set by the Board of Directors with not less than one-month advance notice to all members. Such notice may be made by mail, e-mail, telephone or other reliable means.

 

SECTION 3.  SPECIAL MEETINGS OF MEMBERS

 Special meetings of the members shall be called by the Board of Directors or the President of the organization. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members by written notice.

 

SECTION 4.  NOTICE OF MEETINGS

(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than two weeks nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote provided, however, that if notice is given by mail and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.

(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally, by telephone, e-mail or by postal mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the organization or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of communication.

(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Board of Directors are to be elected shall include the names of all those who are nominees at the time notice is given to the members.

(d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail, e-mail or fax, to the President, Vice President, or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board of Directors and shall not be less than thirty-five (35) or more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after receipt of the request, persons calling the meeting may give the notice themselves.

(e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present in person, and if either before or after the meeting, each of the persons entitled to vote, not present in person, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members', except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

(1) Removal of directors without cause;

(2) Filling vacancies on the Board;

(3) Amending the Articles of Incorporation; and

(4) An election to voluntarily wind up and dissolve the organization.

 

SECTION 5.  QUORUM FOR MEETINGS

A quorum at the annual meeting shall be no less than 1 percent (1%) of the membership.

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to the withdrawal of members from the meeting.

 

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjournment meeting or of the business to be transacted a such meeting other than by announcement at the meeting at which the adjournment is taken. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member, who, on the record date for the notice of meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

 

SECTION 6.  MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person at a duly held annual meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number.

 

SECTION 7.  VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meeting shall be held by voice vote. Election of Directors, however, shall be by ballot.

 

SECTION 8.  PROXY VOTING

Members entitled to vote shall not be permitted to vote or act by proxy and no provision in the Bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy.

 

SECTION 9.  CONDUCT OF MEETINGS

The Board of Directors shall appoint, by majority vote, a Chairman to preside over each meeting of the members of this organization and shall appoint someone to act as Secretary of the meeting.

 

Meetings shall be governed by Robert's Rules of Order Newly Revised; as such rules may be revised from time to time, insofar as such rules are not inconsistent with, or in conflict with, these Bylaws, the Articles of Incorporation or any provision of law.

 

SECTION 10.  ACTION BY WRITTEN BALLOT WITHOUT A MEETING

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of the Article.

 

All written ballots shall also indicate the number of responses needed to meet the quorum requirement, and except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.

 

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. A written ballot may not be revoked after its receipt by the organization or its deposit in the mail, whichever occurs first.

 

SECTION 11.  REASONABLE NOMINATION AND ELECTION PROCEDURES

This corporation shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature, size, and operations of the corporation, and shall include:

(a) A reasonable means of nominating persons for election as Directors.

(b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.

(c) A reasonable opportunity for all nominees to solicit votes.

(d) A reasonable opportunity for all members to choose among the nominees.

(c) Directors shall be elected from among the membership.

Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of (including postage) the corporation shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the organization within five (5) business days after the request allows the nominee, at the organization's option, the right to do either of the following: (1) inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days prior written demand upon the organization, which demand shall state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the demand is received or after the date specified therein as the date of which the list is to be compiled.

 

SECTION 12.  ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action, by consensus. The written consent shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

 

SECTION 13.  RECORD DATE FOR MEETINGS

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other rights with respect to a meeting of members or any other lawful membership action, shall be one month before the date set for the annual meeting.

 

ARTICLE 6: DIRECTORS

 

SECTION 1.  NUMBER

Directors shall be elected at annual membership meetings and two (2) appointed positions shall be determined annually by the Board of Directors. The number of directors shall be no more than fourteen (14).   

 

No less than seventy-five percent (75%) of the Directors shall be current or former recipients of mental health services.

 

The number of directors may be altered upon approval by the Board of Directors through an amendment of these Bylaws.

 

 SECTION 2.  POWERS

Subject to the provisions of the WisconsinNon-Profit Corporation Act,and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised under the direction of the Board of Directors.

 

SECTION 3. DUTIES

It shall be the duty of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.

(c) Supervise all officers, agents, and employees of the organization to assure that their duties are performed properly.

(d) Meet at such times and places as required by these Bylaws.

(e) Register their names and addresses with the Secretary of the organization, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

(f) Approve programs and positions of the Association on issues regarding Peer Providers and issues which affect the profession, within Wisconsin and Nationally.

                                                                                            

SECTION 4.  TERMS OF OFFICE

 

At the first annual meeting of this Association, one-third (1/3) of the Board of Directors shall be elected/appointed to a one (1) year term, one-third (1/3) of the Board of  Directors shall be elected/appointed to a two (2) year term and one-third ( 1/3) of the Board of Directors shall be elected to a three (3) year term.  In succeeding years, expired terms shall be elected to serve a three (3) year term.  Appointed terms shall serve a one (1) year term.

 

The term of any Director shall commence at the beginning of the next fiscal year, at which she/he is elected or appointed. The term of the elected Directors shall expire at the end of the fiscal year in which his/her term is to expire. Directors shall continue to hold office for the term specified or until a successor is elected and qualified. Board Members shall not serve more than three (3) consecutive,   three-year (3) terms. If a Director is unable to complete his/her term, a successor shall be appointed by the remaining members of the Board of Directors.

 

 SECTION 5.  COMPENSATION

Directors shall serve without compensation except that they may be allowed and paid their actual and necessary expenses incurred in attending Board meetings if approved by the Board. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the organization in any capacity other than Director unless such compensation is reasonable and is allowable under the provision of Section 6 of this Article.

 

SECTION 6.  RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provisions of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For the purposes of this Section, interested persons mean either:

(a) any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation to a Director as Director; or

(b) any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person

 

 

SECTION 7.  PLACE OF MEETINGS

Meetings shall be held at such place within or without the State of Wisconsinwhich has been designated from time to time by resolution of the Board of Directors.  Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.

 

SECTION 8.  REGULAR AND ANNUAL MEETINGS

There shall be a minimum of six (6)regular meetings of the Board of Directors each year, including the annual general membershipmeeting.

 

SECTION 9.  SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President or Vice-President of the Board, and such meetings shall be held at the place or time within or without the State of Wisconsindesignated by the person or persons calling the meeting, with the only business being discussed the matter on which the special meeting is being convened.

 

SECTION 10.  NOTICE OF MEETINGS

Regular meetings of the Board may be held only with no less than ten (10) days notice to all directors. Special meetings of the Board shall be held upon four (4) days notice by first-class mail or forty-eight (48) hours notice delivered personally or by telephone or e-mail. If sent by mail or e-mail, the notice shall be deemed to be delivered on its deposit in the mail or on its delivery to the Internet system. Such notices shall be addressed to each Director at his/her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the adjourned meeting and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

 

SECTION 11.  CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

 

 

 

 

SECTION 12.  WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transaction of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate record or made part of the minutes of the meeting.

 

SECTION 13.  QUORUM FOR MEETINGS

A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided by these Bylaws or in the Articles of Incorporation of this organization, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the President may entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn, from time to time, until the time fixed for the next regular meeting of the Board.

 

A Director shall be deemed present if he/she is participating via telephone or real-time video device or internet conferencing.

 

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

 

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to the withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, the Articles of Incorporation or Bylaws of this corporation.

 

Board Members may not vote on specific issues by proxy.

 

SECTION 14.  MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of Wisconsin’s   Non-profit Corporation Act particularly those provisions relating to appointment of committees, approval of contracts or transactions in which a Director has a material financial interest, and indemnification of Directors require a greater percentage or different voting rules for approval of a matter by the Board.

 

SECTION 15.  CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by a Chairperson who shall be the President or designee of the President or the majority of the Directors present. The Board of Directors shall appoint a person to act as Secretaryof each meeting.

Meetings shall be governed by Robert's Rules of Order Newly Revised as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation or provisions of law.

 

SECTION 16.  ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" shall not include any "interested Director" as defined by the WisconsinNon-profit Corporation Act. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Director to so act and such statement shall be prima facie evidence of such authority.

 

 

SECTION 17. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased.

 

Any Director may resign effective upon giving written notice to the President or Secretary of the Board, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General of the state of Wisconsin.

 

Vacancies on the Board may be filled between annual meetings by a majority vote of the Directors, whether or not less than a quorum, or by a sole remaining Director. Directors appointed by the Board according to this section shall hold office until the next annual membership meeting, where their appointment must be ratified by majority vote of members present in order for them to continue as Directors.

 

A person elected by the membership to fill a vacancy on the Board of Directors as provided in this section shall hold office until his/her term expires or until his/her death, resignation, or removal from office.

 

SECTION 18.  NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

 

SECTION 19.  INDEMNIFICATION BY ORGANIZATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person who is , or was, a Director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he/she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

 

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with, the requirements of the WisconsinNon-profit Corporation Act.

 

 

ARTICLE 7: OFFICERS

 

SECTION 1.  NUMBER OF OFFICERS

The officers of this corporation shall be a President, a Vice-President, a Secretary and a chief financial officer who shall be designated the Treasurer, one Executive Committee member at Large.. The corporation may also have, as determined by the Board of Directors, other Vice-Presidents or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President.

 

SECTION 2.  QUALIFICATION, ELECTION AND TERMS OF OFFICE

Any individual member may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his/her successor shall be elected and qualified, whichever occurs first.

 

No member of the Board of Directors may also serve as permanent or regular payroll staff of the organization.

 

SECTION 3.  REMOVAL AND RESIGNATION

Any officer may be removed, with cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the organization.

 

SECTION 5.  VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled temporarily by majority vote of the Executive Committee until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board may determine.

 

SECTION 6. DUTIES OF THE EXECUTIVE DIRECTOR

The Executive Director is responsible for the professional leadership, management and administration of the mission, vision and value statements of the Wisconsin Association of Peer Specialists, to assure compliance with dictated certification policies regarding Peer Specialists in the state of Wisconsin and provide programs and mentorship, as directed by the Wisconsin Association of Peer Specialists Board of Directors. This position has overall responsibility to ensure that program objectives are clearly stated and that program activities are focused on achievement of the stated goals under each objective of the organization’s strategic plan. The Executive Director implements policy directives emanating from the Board of Directors and assumes the overall leadership role in guiding all administrative and fiscal activities to include, but not be limited to, program planning, development and evaluation including operation of the registry of home health care providers and peer supports, budget development and fiscal management, recruitment, selection and management of personnel, data collection, association management and reporting. The Executive Director is also a liaison with aging and disability-related national, state and local consumer groups representing persons with disabilities as particularly regards mental health and AODA. In the absence of an Executive Director, it shall be the responsibility of the Board to appoint an Administrative Assistant to the Board of Directors for this purpose.  The Executive Director or Administrative Assistant shall hold the Power of Attorney for the Association and have the right to sign documents on behalf of the Association.

 

SECTION 7.  DUTIES OF THE PRESIDENT

The President of this Association shall call all regular membership meetings, Executive Committee meetings and special meetings to order and shall act as the presiding officer over all meetings of the Association. He/she will be responsible for setting the agenda for all Board of Directors and Executive Committee meetings.  The President is an ex-officio member of all Standing and/or Ad Hoc Committees.  In accordance with Robert’s Rules of Order, newly revised, the President shall have no opinion on any issue while holding the chair and has no vote any matter coming before the assembly.

 

SECTION 8.  DUTIES OF THE VICE PRESIDENT

The Vice-President shall fulfill the duties of the President in the President’s absence or upon request.  The vice-President shall have such other duties as provided by the Board of Directors.  The Vice-President is an ex-officio member of all Standing Committees.

 

SECTION 9.  DUTIES OF THE SECRETARY

The Secretary shall be responsible for the keeping of minutes of all membership, Board of Directors and Executive Committee meetings, shall keep custody of the corporate records and shall have such other authority customarily exercised by the secretary of a tax-exempt, non-profit corporation in the Articles of Incorporation, these by-laws or as otherwise provided by the directors.

 

 

SECTION 10.  DUTIES OF THE TREASURER

The treasurer shall be responsible for the oversight of keeping the financial records of the corporation, receiving income logs, verifying the duly-approved obligations of the corporation and shall have such other authority customarily exercised by the treasurer or chief financial officer of a tax-exempt, non-profit corporation in the articles of Incorporation, these bylaws and as otherwise provided by the directors.

 

SECTION 11.  OTHER DUTIES OF OFFICERS

The duties of the officers shall be defined and may be modified by majority vote of the Board of Directors and recorded in the Policies and Procedures manual of the Wisconsin Association of Peer Specialists, Inc.

 

SECTION 12.  COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the corporation, provided, however, that such compensation paid a Director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of ARTICLE 6, SECTION 6, of these Bylaws. In all cases, any salaries received by officers of this organization shall be reasonable and given in return for services actually rendered the organization which relate to the performance of the charitable or public purposes of this organization.

 

 

ARTICLE 8: COMMITTEES

 

SECTION 1.  EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of the Directors then in office, designate five (5) or more of its members, including all officers, to constitute an Executive Committee and delegate to such committee any of the powers and authority of the Board in the management of the business and affairs of the organization except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.

(c) The fixing of compensation of the Directors for serving on the Board or on any committee.

(d) The amendment of new Bylaws or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the Board or the members thereof.

(g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

(h) The approval of any transaction/policy/program to which this organization is a party and in which one or more of the Directors has a material financial interest, except as expressly provided by the WisconsinNon-profit Corporation Act.

 

 By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below four (4) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

 

SECTION 2.  OTHER COMMITTEES

The organization may establish standing committees as may from time to time be designated by the Board of Directors. Such committees may include, but are not limited to:

(a) A Personnel Committee to advise the Board on all matters relating to the paid or unpaid staff of the organization.

(b) A Program Evaluation Committee to advise the Board on all matters relating to the development and evaluation of all programs or projects of the organization.

(c) A Finance Committee to advise the Board on all matters relating to the search for or management of resources to support the work of the organization.

(d) A Minority Issues Committee to advise the Board on all matters relating to ethnic or other minorities and especially with regard to the development of outreach methods which effectively identify and recruit minority consumers to participate in the work of the organization.

(e) A Nominating Committee to recruit, evaluate and nominate persons qualified to serve on the Board of Directors; prepare orientation materials for newly elected or appointed Directors; coordinate the election of Directors at the annual membership meeting; and recommend individuals to fill Board vacancies occurring between membership meetings.

Standing committees shall include at least one (1) Director and such other members of the organization as are interested.

 

The corporation may have such other Ad Hoc committees as may from time to time be designated by the Board of Directors to advise the Board on the implementation and operation of the programs and projects of the organization. The duties, composition, and authority of such committees shall be defined by resolution of the Board.

 

SECTION 3.  MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and it members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

 

ARTICLE 9: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

 

SECTION 1.  EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws may, by resolution, authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

SECTION 2.  CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the organization shall be signed by the Treasurer and/or other person designated by the Board of Directors.

 

SECTION 3.  DEPOSITS

All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the Board of Directors may select.

 

SECTION 4.  GIFTS

The Board of Directors may accept on behalf of the organization any contribution gift, bequest or devise for the charitable or public purposes of this organization.

 

ARTICLE 10: CORPORATE RECORDS, REPORTS AND SEAL

 

SECTION 1.  MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of Wisconsin.

(a) Minutes of all Meetings of Directors and committees of the Board and, if this organization has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership.

(d) A copy of the corporations’ Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the organization at all reasonable times during office hours.

 

SECTION 2.  CORPORATE SEAL AND LOGO

The Board of Directors may adopt, use, and at will alter, a corporate seal and logo. Such seal or logo shall be kept at the principal office of the organization. Failure to affix the seal to corporate instruments, however, shall not affect the validity of such instrument.  The Wisconsin Peer Specialist Association, Inc. shall hold the copyright to the logo of the corporation.

 

SECTION 3.  DIRECTORS' INSPECTION RIGHTS

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.

 

SECTION 4.  MEMBERS' INSPECTION RIGHTS

Each and every member shall have the following inspection rights, for a purpose reasonable related to such person's interest as a member:

(a) To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon five (5) business days prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand, a list of the names, addresses, and voting rights of those members entitled to vote for the election of the Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of the demand. The membership list shall be made available on or before the latest of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records or minutes of proceedings of the members or the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

 

SECTION 5.  RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

 

SECTION 6.  ANNUAL REPORT

The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporations’ fiscal year to all Directors of the organization and to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(c) The revenue or receipts of the corporation both unrestricted and restricted to particular purposes, for the fiscal year.

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

(e) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent entity, or, if there is no such report, the certificate of an authorized officer of the organization that such statement was prepared without audit from the books and records of the organization.

If this corporation receives twenty-five thousand dollars ($25,000.00), or more, in gross revenue or receipts during the fiscal year, this organization shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent entity or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.

 

SECTION 7.  ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation shall mail or deliver to all Directors and any and all members a statement, within one hundred and twenty (120) days after the close if its fiscal year, which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a) Any transaction in which the corporation, or its parent or its subsidiary was a party, and in which either of the following had a direct or indirect material financial interest: any director, trustee, or officer of the organization; or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest).

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000.00) or which was one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000.00).

Similarly. the statement need only be provided with respect to a transaction during the previous fiscal year involving mere than fifty thousand dollars ($50,000. 00) or which was one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000.00).

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

 

ARTICLE 11: FISCAL YEAR

 

SECTION 1. FISCAL YEAR OF THE ORGANIZATION

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

 

ARTICLE 13: BYLAWS

 

SECTION 1.  AMENDMENT

Bylaws may be amended by a majority vote of the Board of Directors (following approval of the initial by-laws by the membership) at a regular or annual meeting.

 

ARTICLE 14: AMENDMENT OF ARTICLES

 

SECTION 1.  AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS

Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Advisory Board of Director, to be approved at the 1st Annual meeting of the membership.

 

SECTION 2.  AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS

After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and/or by approval of the members of this organization.

 

ARTICLE 15. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

 

SECTION 1.  PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided; however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation affecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such persons shall be entitled to share in the distribution of, and shall not receive, any of the corporation’s assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation..

 

If this organization is dissolved, all remaining assets shall be distributed to a non-profit, 501(c)(3) organization that educates others on mental health issues in some form. All decisions relating to final distributions shall be made by the Board of Directors in accordance with the meaning of section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future tax code.

 

 

ARTICLE 17. PROHIBITION AGAINST CERTAIN ACTIVITIES

 

SECTION 1. PROHIIBTED ACTIVITIES

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these by-laws, the corporation shall not carryon any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)3 of the Internal Revenue Code or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 180(c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code.

 

 

 

Dated:      ____________________

 

 

 

Certified by:    ________________________

                        Teresa Smith, Secretary

 

(These by-laws have  been ratified by the membership of the Wisconsin Association of Peer Specialists, Inc.  11/20/2010)


Revised 02/06/2012 by action of the Board of Directors