( n) Rules and Regulations of the Board. The Board may adopt such rules and regulations for the conduct of its meetings and for the management of its affairs as it may deem proper, not inconsistent with applicable law, the Articles of Incorporation, or with these Bylaws.
( o) Reasonable Compensation. The Board, by affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all Directors for services to the Society as Directors, or may delegate such authority to an appropriate committee.
( p) Committees. The Board may, by resolution adopted by a majority of the Directors fixed in accordance with these Bylaws, designate one or more committees. Each such committee shall consist of three or more Directors, except the nominating committee, which shall be constituted as provided in Paragraph( c) of Article III. The Board may designate one or more Directors as alternate members of a committee who may replace an absent or disqualified member at a meeting of the committee. The Board shall have the power to change the members of any such committee at any time, to fill vacancies on such committee, and to discharge any such committee, either with or without cause, at any time. Except as otherwise provided by law, or to the extent provided in the resolution of the Board or in these Bylaws, a committee designated pursuant to this Article may exercise all powers and authority of the Board delegated to the Committee in managing the business and affairs of the Society. The Board of Directors shall appoint an Audit Committee that shall be responsible for the oversight of the auditors of the Society, the audit of the financial statements of the Society, and other responsibilities delegated to it by the Board from time to time. Audit Committee members shall have a working knowledge of financial matters and shall be elected Directors.
ARTICLE IV. OFFICERS( a) Principal Officers; Term of Office. The principal officers of the Society shall consist of the Chief Executive Officer, Secretary, Treasurer, and such other officers as the Board may determine. Any of these principal officer positions may be held by the same person, provided that such principal offices are held by at least 3 separate persons. The Chief Executive Officer shall be appointed by the Board. All other principal officers shall be appointed by the Chief Executive Officer and approved by the Board.
( b) Duties.( 1) Chief Executive Officer. The Chief Executive Officer(" CEO ") shall perform all duties incident to the position and such other duties as may be prescribed by the Board of Directors from time to time. Subject to such rules and policies as may be prescribed by the Board of Directors, the CEO shall have authority to appoint and terminate such other officers, agents, and employees reporting to the CEO and to delegate authority to them.( 2) Secretary. The Secretary shall keep a record of the proceedings of the Board of Directors and keep and have charge of the accounts, books, and records of the Society, and countersign, when necessary, its policies, deeds, mortgages, bonds, stock certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the normal and regular course of the Society’ s business, or which shall be authorized by resolution of the Board. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law. The Secretary shall, in general, perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to the Secretary by the CEO, or the Board.( 3) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Society. The Treasurer shall receive and give receipts for monies due and payable to the Society from any source whatsoever, and deposit all such money in the Society’ s name in such banks, trust companies, or other depositories as the Board may designate. The Treasurer shall, in general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to the Treasurer by the CEO, or the Board.
( c) Additional Offices. The Board of Directors may create additional offices from time to time as it deems appropriate. Such other officers as the Board may appoint to fill these positions shall perform such duties as may be assigned to them by the Board, by the CEO, or by the Society’ s principal officers.
( d) Removal of Officers. The Board of Directors may remove the CEO with or without cause by a majority vote of all Directors, excluding the CEO, at a meeting called for that purpose. Any other officer of the Society may be removed by the CEO or Board with or without cause, whenever in their judgement the best interests of the Society will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create such contractual rights.
( e) Reasonable Compensation. Reasonable compensation of the CEO shall be fixed from time to time by the elected Directors of the Board or by a duly authorized committee thereof. Reasonable compensation of all other officers shall be recommended by the CEO and approved by the Board or by a duly authorized committee thereof. No officer shall be prevented from receiving such compensation by reason of the fact that he or she also serves on the Board.
ARTICLE V. FIDELITY BONDS The CEO, Secretary, Treasurer, and any other officer, employee, or agent designated by the Board of Directors shall give a corporate surety bond to the Society in such amount and with such conditions as may be fixed by the Board. The premium on such bond shall be paid by the Society.
ARTICLE VI. INDEMNIFICATION OF OFFICERS AND DIRECTORS( a) Indemnification. The Society shall, to the extent permitted or required by secs. 181.042, 181.049, and 181.051, Wis. Stats., as such sections may be amended from time to time, indemnify its Directors, officers, employees, and agents against expenses they reasonably and actually incur in connection with threatened, pending, or completed legal actions, suits, or proceedings to which they are or may be made a party because they are or were a Director, officer, employee, or agent of the Society.
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