Domestic Violence and Sexual Assault

BY-LAWS WYOMING COALITION AGAINST DOMESTIC VIOLENCE AND SEXUAL ASSAULT

October 14, 2015

ARTICLE I NAME AND PRINCIPAL OFFICE

The name of the non-profit corporation shall be the Wyoming Coalition Against Domestic Violence and Sexual Assault, hereinafter referred to as “the Coalition.” Its principal registered office will be located in Laramie, Wyoming. The principal registered office shall be the repository of all records, files, papers and documents pertaining to the business of the Coalition. The Coalition may designate additional offices the Coalition shall have a registered agent who will be an individual who resides in this state and whose business office is identical with the registered office. Any changes to the registered agent or registered office shall register with the Wyoming Secretary of State as prescribed in Wyoming Statutes § 17-19-502.

ARTICLE II MISSION STATEMENT

Through a collective voice, the Wyoming Coalition Against Domestic Violence and Sexual Assault is committed to provide leadership, education, and systems advocacy to advance social change and end violence.

ARTICLE III PURPOSE

Section 1: The Coalition is a not-for-profit organization organized exclusively for charitable, educational and scientific purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.

Section 2: The Coalition shall offer and assist its members to offer services, education and systems advocacy to further the Coalition’s mission.

Section 3: In furtherance of the purposes described herein, but not in limitation thereof, the Coalition shall have the power to accept grants, gifts and donations, to collect and disseminate statistics and other information and to hold such property as is necessary to accomplish its purposes. ARTICLE IV AUTHORITY

The Coalition is organized and governed by the Wyoming Non-Profit Corporation Act W.S. § 17-19-101 through § 17-19-1807 as amended.

ARTICLE VI FISCAL YEAR

The fiscal year of the Coalition shall commence July 1 and end June 30.

ARTICLE VII MEMBERSHIP AND DUES

Types of Membership The Coalition will have both voting and non-voting members. The members will be of three types. “Program Member,” “Individual Member” and “Allied Organization Member”. Only “Program Members” have voting rights. All other members are non-voting.

Section 1: Program Membership—Voting Membership

Qualifications 1. Community-based program that has a primary purpose to provide comprehensive services for victims of domestic violence, sexual assault and stalking. The definition of a community-based program is a program that either serves a geographic county area or a program that serves a specific population within a community in Wyoming. Services provided include, but are not limited to: crisis intervention and referral, shelter, advocacy, prevention and education and support counseling. Additionally, the program must not discriminate against individuals for any reason, including but not limited to, age, race, ethnicity, economic status, education, national origin, political affiliation, religion, gender or sexual orientation.

2. Exhibited commitment to the vision and mission of the Coalition.

3. The Board of Director will assess any application for Program Membership to assure that 1) the qualifications are met, 2) the Program Member is appropriate for membership in the Coalition and 3) any conflict of interest, if present, has been addressed. A conflict of interest that cannot be resolved may result in the denial of the application for membership. A conflict of interest arises whenever the professional goals, mission or interests of the organization applying for membership are potentially at odds with the best interests of the Coalition.

4. Once the Board of Directors has determined that the applicant meets the qualifications for Program Membership the application will be submitted to the Program Members for

of 10 approval. The current Program Members will vote new Program Members into the Coalition by a supermajority vote. Voting Privileges 1. Each Program Member will have one (1) vote on issues which require Program Members approval.

Section 2: Individual Membership—Non-Voting

Qualifications 1. Individuals who support the ideology of providing comprehensive services for victims of domestic violence, sexual assault and stalking. 2. Exhibited commitment to the vision and mission of the Coalition. 3. The Board of Directors will assess each Individual Member application to assure that 1) the above qualifications are meet 2) the Individual Member is appropriate for membership in the Coalition, and 3) conflicts of interests, if any, have been addressed. A conflict of interest that cannot be resolved may result in the denial of the application for membership. A conflict of interest arises whenever the professional goals, mission or interests of the Individual Member applying for membership is potentially at odds with the best interests of the Coalition 4. Once the Board of Directors has determined that the applicant meets the qualifications for Individual Membership the application will be submitted to the Program Members for approval. The current Program Members will vote new Individual Members into the Coalition by a supermajority vote.

Section 3: Allied Organization Memberships—Non-Voting 1. Organizations that support the ideology of providing comprehensive services for victims of domestic violence, sexual assault and stalking. 2. Exhibited commitment to the vision and mission of the Coalition. 3. The Board of Directors will assess each Allied Organization Member application to assure that 1) the qualifications for an Allied Organization are meet 2) the Allied Organization Member is appropriate for membership in the Coalition, and 3) conflicts of interests, if any, have been addressed. A conflict of interest that cannot be resolved may result in the denial of the application for membership. A conflict of interest arises whenever the professional goals, mission or interests of the Allied Organization is potentially at odds with the best interests of the Coalition. 4. Once the Board of Directors has determined that the applicant meets the qualifications for Allied Organization Membership the applications will be submitted to the Program Members for approval. Current Program Members will vote Allied Organization members into the Coalition by a supermajority vote.

Section 4: Any Member may withdraw from the Coalition by delivering a “Notice of Withdrawal from the Coalition” to the Board chair or Executive Director. This notice shall state the date the withdrawal is effective and give a reason for the withdrawal.

of 10 Dues Membership dues for all types of membership will be assessed annually as determined by the Board of Directors. The Board of Directors may reduce or waive the annual dues if it determines that payment would work an undue hardship upon a member. Membership dues statements will be billed annually. Dues are non-refundable. Once dues have been paid membership status is in good standing for the fiscal year.

ARTICLE VIII MEMBERSHIP MEETINGS

Section 1: The Coalition will hold, at a minimum, three membership meetings per calendar year, with one being held concurrent with the annual Wyoming Legislative Session. One of the three membership meetings will be the Annual Meeting of the Coalition. The Coalition will provide fair and reasonable notice of regular membership meetings which notifies members of the place, date and time of each, regular membership meeting no fewer than ten (10) days before the meeting date. a. Said notice will include a description of any matter or matters that shall be approved by the Program Members at the meeting

Section 2: Annual Meeting The Coalition shall hold its Annual membership meeting in the second quarter of the calendar year.

At the Annual Meeting 1. The Board Chair or Executive Director shall present an annual report of the Coalition’s activities during the preceding fiscal year and 2. Shall present any other reports that may be required by statute, regulatory agencies or funders: and 3. The Program Members shall consider and vote upon such matter as required.

Section 3 Special meetings Special meetings of the Coalition may also be held that are separate and apart from the three regular membership meetings. 1. Special meetings may be called by the Board or the person authorized to do so by the articles or bylaws: or 2. The holders of at least five percent (5%) of the voting power of the Coalition. 3. Only those matters that are within the meeting notice shall be heard and voted on at a special meeting of members. 4. Special meetings may be held by conference call or through electronic means. 5. Two day notice should, if possible, be given for special meetings.

At any regular membership meeting or special meeting of the Coalition if a vote is required on a matter presented to the membership a supermajority vote of Program Members is required for approval of the matter presented for approval.

of 10 ARTICLE IX BOARD OF DIRECTORS

Board Membership Section 1: A Board of Directors shall govern the Coalition. The Board shall have up to eleven (11) members with a minimum of seven (7) members. The Board is committed to diversity and will make every effort to assure sexual assault, domestic violence, stalking victims and persons from marginalized/underserved populations are represented on the Board. The Board shall be comprised of the following:

Legislative Representatives Two (2) currently elected Wyoming Senate or House of Representative members; Legislative Board members are elected for three year terms. Their term of office shall begin July 1 of the year elected. Legislative members may serve four (4) consecutive 3 year terms or until they are no longer in the legislature, whichever is less. If during their term of office a legislative Board member is no longer serving as a legislator she/he shall be a Board member until June 30 of the year her/his legislative term ends.

Public Interest Representatives Three (3) members of the general public whose interest, background, skills or occupation would be of benefit to the Coalition and its members. Public interest Board members are elected for three year terms and they may serve four (4) consecutive three year terms. Their term of office shall begin after notification of the results of the voting

Program Representatives Two (2) members must be selected from Executive Directors or Board members of member programs. Program representative members shall be nominated by the Program members and placed on the slate of nominees prepared by the Coalitions Executive Director under the direction of the current Board. These program representative members shall be from a different member program than the four (4) regional representatives (see below). (The purpose of this is to ensure representation on the Board from as many Program Members as possible). Program Representative Board members may serve four (4) consecutive three year terms. Their term of office shall begin after notification of the results of the voting; and

Regional Representatives The four (4) Program Member Regional Representatives. These representatives shall represent the four (4) regions of the state and are mandatory Board positions. The Program Members of each region shall elect their Regional Representative to the Board of Directors by a plurality of the vote of the program members in that region. Regional Representatives shall be elected for terms of two (2) years. The term of office shall begin after notification of regional membership election results. Regional Representatives of the Board can serve six (6) consecutive 2 year terms.

of 10 Section 2: “Regions” are defined as the:

Southwest Region Sweetwater County, Teton County, Lincoln County, Sublette County, Carbon County and Uinta County

Southeast Region Goshen County, Laramie County, Albany County, Converse County, Platte County, and Niobrara County, FE Warren Air Force Base Sexual Assault Prevention & Response Office, Joint Forces Sexual Assault Prevention & Response Office, and the University of Wyoming STOP Violence program.

Northwest Region Park County, Big Horn County, Hot Springs County, Washakie County, Fremont County and the Wind River Indian Reservation

Northeast Region Campbell County, Weston County, Crook County, Johnson County, Natrona County and Sheridan County.

Section 3: The Legislative and Public Interest Board members shall be elected from a slate of eligible candidates and voted on by the current Board of Directors. The Program Representative Board members shall be elected by the Program Membership. Two slates of candidates will be prepared by the Coalition’s Executive Director with authority from the Board to act in this manner. One slate shall be for the Program Representative Board position and one slate shall be for the Legislative and Public Interest Board positions.

Section 4: At all times the majority of the Board elected must consist of persons representing Program Members.

A Board member in any of the categories outlined above may be re-elected/re-appointed to their current position and/or into a different position category. Once a Board member has served 12 years, she/he may not seek re-election/re-appointment for a minimum of one year. If within a Director’s current term, she/he reaches the 12 year threshold, she/he may complete the term.

If the Board can demonstrate that they have actively recruited for open positions and no applications are received, and if the person currently filling a position for which recruitment was unsuccessful is interested in continuing service on the Board, the person may serve one additional term.

Ex-officio position. The Coalition Board shall have an ex-officio Board member position. The ex-officio Board member is a non-voting Board member. The ex-officio position will be filled by the current past Board Chair.

of 10 Section 5: Members of the Board shall serve without compensation but may be reimbursed for actual expenses incurred as outlined in the Coalition’s Fiscal Policy in the performance of their duties. ARTICLE X BOARD MEETINGS

The Board shall hold regular and special meetings. One of the regular meetings shall be the annual meeting which shall be the quarterly meeting of the fourth quarter of the fiscal year.

Regular meetings: The Board shall hold quarterly Board meetings.

Section 1: A quorum of the Board is needed to pass or act on any business. A quorum shall consist of a majority of the Board elected.

Section 2: Notice of meetings of the Board of Directors shall be sent to each member program director at least ten (10) days in advance.

Annual Meeting At the annual meeting the Board shall elect officers for the upcoming year. The Board shall also review annual financial statements and review the governing documents of the Coalition to determine if changes are needed.

Special Meetings The Board may hold special meetings as allowed by statute. Any meeting that is not a regular quarterly meeting is a special meeting. 1. At least 2 days’ notice is required for special meetings unless the notice is waived in writing and signed by the director entitled to notice and filed with the minutes of the special meeting. 2. Only those matters that are within the purpose or purposes described in the meeting notice shall be considered at the special meeting.

Section 3: Executive Session Pursuant to W.S. 16-4-405 the Board may conduct Executive Sessions during their regular or special meetings. The session shall follow the statutory guidelines. A breach of confidentiality by a Board member from these sessions could result in removal of the Board member from the Board.

Board Member Removal or Resignation

Section 4: A Board member may resign by delivering a written letter of resignation to the Board Chair or Executive Director.

Section 5: A Board member may be removed from the Board for actions that are contrary to the purposes of the Coalition. Failure to attend three (3) consecutive Board meetings is grounds for removal. Notice of absence should be directed to the Board Chair or the Executive Director. Notice of removal will be in writing by the Board Chair.

of 10 Section 6: The Board shall facilitate a process with the membership to appoint replacements to fill a vacancy on the Board. Regions will elect Regional Representatives and the Board will elect the legislative, public interest and program members Board members. ARTICLE X DIRECTOR CONFLICT OF INTEREST

A conflict of interest transaction is a transaction with the Coalition in which a director of the Coalition has a direct or indirect interest. If a conflict of interest exists the director shall reveal the conflict on the record and then abstain from voting on the issue which the conflict exists.

ARTICLE XI DIRECTORS STANDARDS AND LIABILITIES

Members of the Board of the Coalition are not individually liable for any actions, inactions or omissions by the Coalition. This does not affect individual liability for intentional torts or illegal acts. Members of the Board are not personally liable for the acts, debts, liabilities or obligations of the Coalition.

ARTICLE XII OFFICERS OF THE BOARD OF DIRECTORS

Section 1: The Board shall elect officers. These officers shall be: Chair, Vice-Chair, Secretary and Treasurer. Two of these elected officers must be either Program Members or Regional Representatives.

Standard of Conduct for Officers An officer shall discharge her/his duties:  In good faith  With the care an ordinary prudent person in a like position would exercise under similar circumstanced; and  In a manner the officer reasonably believes to be in the best interest of the Coalition and its members.

Section 2: Chair Duties a. Preside at all meetings of the Board and the executive committee b. Perform all other duties incident to the position of the Chair

Section 3: Vice-Chair Duties a. Perform the duties of the Chair in the absence of the Chair or if the Chair is unable to act or refuses to act. When so acting, the Vice Chair shall have the same powers and obligations as the Chair. b. Perform any other duties assigned to her/him by the Chair or the membership.

Section 4: Secretary Duties a. Prepare, or cause to be prepared, and submit for approval the minutes of all meetings of the Board and executive committee.

of 10 b. Cause notice of all meetings to be given to the members and directors as specified in these by-laws. c. Perform all other duties incident to the office of Secretary or that may be assigned by the Board.

Section 5: Treasurer Duties a. Assure that the Coalition staff keeps full and accurate accounts of receipts and disbursements in the financial books of the Coalition. b. Assure, in conjunction with the Coalition staff, that all Coalition financial files and documents are secure and are subject at any time for review by the Program Members. c. Oversee the financial management of the Coalition. d. Draft and implement financial policies as needed.

ARTICLE XI COMMITTEES OF THE BOARD OF DIRECTORS

Section 1: The only standing committee of the Board is the Executive Committee. The Executive Committee shall consist of the four Board officers.

1. Ad hoc committees may be created as needed. The Chair will appoint ad hoc committees and its members.

ARTICLE XII DEFENSE AND INDEMNIFICATION

Section 1: The Coalition Shall: a. The Coalition shall indemnify a director who was wholly successful on the merits or otherwise, in the defense of any proceeding, threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, to which the director was a party because she/he is or was a member of the Board of Directors of the Coalition against reasonable expenses actually incurred by the director in connection with the proceeding. b. Indemnification for costs and expenses in excess or in addition to the expenses listed above, shall only be made if the person has been successful on the merits or otherwise in any action or, upon a determination in the specific case by the Board of Directors, on the advice of independent counsel, that such indemnification is proper in the circumstances because the person acted in good faith for a purpose which he or she reasonable believed to be in the best interest of the Coalition. c. In addition to the mandatory indemnification required by Wyoming Statute 17-19-852, the Coalition will also defend a Board member as such defense is outlined and contracted for in the Coalition’s directors and officers insurance policy. The Coalition shall maintain a directors and officers policy for its Board members at all times.

of 10 ARTICLE XIV DISSOLUTION

Section 1: The Coalition may be dissolved by resolution approved by the affirmative vote of two-thirds (2/3) of votes cast or a majority of the voting power whichever is less. Notice of a membership meeting to consider dissolution of the Coalition shall be given to members in accordance with the notice requirements of the above contained in article VIII section 1a.

Section 2: Upon dissolution, the assets shall be liquidated by the Board of Directors in accordance with Wyo. Stat. Ann. § 17-19-1401 through 1408 (2007). Any surplus or other property shall be distributed exclusively to charitable, religious, scientific or educational organizations designated by the membership whose purpose furthers the purpose of the dissolved Coalition.

ARTICLE XV AMENDMENTS TO BY-LAWS Section 1: These by-laws may be amended at any meeting of the Coalition membership. Notice of the proposed change shall be sent to every member in accordance with the above contained Article VIII, Section 1. Any proposed amendments shall be submitted in writing to the membership concurrent with notice of the proposed changes and meetings. Changes to the by- laws must be approved by two-thirds (2/3) of the membership. Amendments shall be voted on in accordance with Wyo. Stat. Ann. § 17-19-104(a) (2007).

Section 2: The Board of Directors’ interpretation of these by-laws shall be considered the correct interpretation when reached by majority vote.

Section 3: These by-laws shall become effective upon approval by the membership and shall replace the by-laws dated October 14, 2015.

______Senator John Hastert Date WCADVSA Board Chair

______Sydney Moller Jeanne Core Date WCADVSA Board Secretary