BYLAWS

OF

WISCONSIN DAIRY PRODUCTS ASSOCIATION, INC

Adopted April 11, 2024

This restatement of the bylaws supersedes and takes the place of the existing bylaws and any amendments to the bylaws.

ARTICLE I – Organization

1. Name. This organization shall be known as the Wisconsin Dairy Products Association Inc. (the “Association”).

2. Offices. The Association’s offices shall be located in the state of Wisconsin where its corporate records, records of the Secretary, and records of the Treasurer shall be kept.
   
   
3. Distributions. The Association shall be non-stock and no dividends, distributions, or pecuniary profits shall be declared or paid to any member.

4. Fiscal Year. The Fiscal year shall be the twelve months beginning January 1 and ending on December 31 of each year.

ARTICLE II – Purpose

1. Purpose. The business and purpose of the Association shall be to foster, promote, and protect the general welfare and business interests of those engaged in the State of Wisconsin in the business of buying, processing, manufacturing, distributing and selling dairy products, and shall have the purpose and power:

1. To represent its members and provide a unified voice on legislative, regulatory and policy issues that affect the dairy products industry including farmers, cooperatives, processors, and suppliers.
2. To represent its members in establishing and maintaining just and equitable manufacturing regulations, trade regulations, market regulations, and practices.
3. To foster, protect, and promote the consumption of milk and other dairy products.
4. To build partnerships with associations, agencies, departments, schools, and officials to protect and promote the welfare of the dairy industry. This may include those in other states and countries.
5. To gather information relating to Wisconsin dairy products, and compile statistics and publish and promulgate the same to its members, lawmakers, and the public.

ARTICLE III – Directors, Officers, and Committees

1. 
   Board of Directors

1.  General Powers. The management, control and operation of the affairs and properties of the Association are vested in the Board of Directors of the Association.
2. Size. The Board of Directors shall consist of a minimum of ten (10) members but no more than twenty-one (21). When vacancies among the directors occur by reason of death, resignation, failure of qualification, removal, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are elected by the board.
3. Nomination and Election. Directors shall be elected by and from the voting membership. Recommendations for directors may be submitted by voting members, unless otherwise determined by the Board of Directors. The slate of directors shall be presented to the members at least 30 days in advance of the Association’s annual meeting of members.  Members shall elect the Board of Directors from this slate of nominees.
4. Composition. At least three (3) directors shall be elected from the fluid milk and ice cream industry; at least three (3) directors shall be elected from the cheese and whey industry; and at least three (3) directors shall be elected from the butter, yogurt, and dry milk industry. No more than three (3) directors shall be elected from the supplier membership. No director shall be elected from the associate or student membership.
5. Term and Vacancy. Unless filling a vacancy, directors shall be elected for a term of three (3) years. In the event of a vacancy on the Board of Directors, a successor may be elected by the Board of Directors from the membership of the Association. Any replacement director shall hold such office until the expiration of the term of the previous director. When a person has served three (3) successive complete terms, they shall not be eligible for re-election as a director until absence of one (1) year from the board, after which they may again hold three (3) successive complete terms. A complete term is three (3) years.

6. Resignation and Removal. A resignation by a director must be in writing and is effective when received by the President or Secretary.  Any director may be removed from the Board of Directors for any reason by a vote of two-thirds of all directors.

2. Officers

1. Positions. The officers of the Association shall be the President, Vice-President, Secretary and Treasurer.

7. Election, Term and Removal. The officers shall be elected by and from the Board of Directors at the annual meeting of the board. Officers shall serve a one (1) year term. Officers shall serve until their successors are elected.  Officers may be re-elected. Officers may be removed from the Board of Directors for any reason by a vote of two-thirds of all directors.

2. Vacancy. At either the end of the fiscal year or, in the case of vacancy of the President, Vice President or Treasurer, there will be a sequenced transition of the remaining officers: as necessary, Secretary will become Treasurer, Treasurer will become Vice President, and Vice President will become President. A new Secretary will be elected by the directors as needed. In the case of an officer vacancy, the member company holding the newly vacant officer position will not appoint a replacement for the vacant officer position, but will be eligible to nominate a new member of the board. 

3. Committees of the Board

1. Board Power to Create Committees. The board shall have an Executive Committee and such other standing committees as determined by the board.
2. Executive Committee Composition and Powers. The Executive Committee shall be comprised of the Secretary, Treasurer, Vice President, President, and two legacy members nominated, voted, and approved by the board. Legacy members are former Presidents and distinguished members who have been actively engaged in and have devoted significant time to the Association's affairs. Legacy members shall serve for three (3) year terms. If approved by the board, they may serve for three (3) consecutive three (3) year terms. The Executive Committee shall have and may exercise, when the board is not in session and without specific designation, the management of the affairs of the Association.
3. Other Committee Composition and Powers. Any other committee that does not consist entirely of directors shall be chaired by a director and include as many non-director volunteers as the board desires.  Any other committee that does not consist entirely of directors shall have only the authority delegated to it by the board.
4. Executive Committee Vacancy. When a vacancy on the Executive Committee exists mid-term, and an inferior officer does not want to advance to the higher office (as described in Article III.2.c), the board must receive nominations for new Executive Committee member(s) from present board members at least one week prior to a board vote to fill the vacancy.  Notice of these nominations shall be sent out to board members in a board meeting announcement for a special meeting to vote on the new officer(s). The meeting may be held virtually pursuant to Article VIII.7 of these bylaws.
5. Advisory Committees. Advisory committees may be formed by the Executive Director, upon approval by the Executive Committee, when any such committees are deemed necessary.

ARTICLE IV – Responsibilities of Officers and Executive Director

1. Officers

1. President. The principal duties of the President shall be to preside at all meetings of the members and the Board of Directors and to supervise the affairs of the corporation.
2. Vice President. The principal duties of the Vice-President shall be to assume the duties of the President in the event of the President’s absence or disability, for any cause whatsoever.
3. Secretary. The principal duties of the Secretary shall be to keep a record of the proceedings of the minutes of the membership and Board of Directors, and to safely and systematically keep all books, papers, records, and documents belonging to the Association. Copies of all records shall be maintained at the Association’s principle office. The Secretary shall perform such other duties as may be assigned to the Secretary by the board or the President.
4. Treasurer. The principal duties of the Treasurer shall be to keep an accurate and adequate accounting of all monies, credits and property of any and every nature, of the Association, and to keep an accurate and adequate account of all monies received and disbursed by the Board of Directors and Executive Committee. The Treasurer shall also advise the board on the handling of the Association’s monies and investments and perform such additional duties as may be assigned to the Treasurer by the board or the President.

2. Executive Director

The Executive Director will oversee the Association’s operations in accordance with the policies established by the Board of Directors and Executive Committee. This includes, but is not limited to, developing the annual budget in collaboration with the Executive Committee, hiring and overseeing Association staff, and entering, monitoring, and severing contractual relationships with third parties, vendors, and service providers such as phone carriers, payroll and accounting firms, commercial landlords, and marketing firms. The Executive Director will serve as the primary lobbyist for the Association and ensure compliance with Wisconsin Ethics Commission reporting. Additional responsibilities include organizing Association meetings and fostering membership development.

In general, the Executive Director shall have authority to execute and sign documents on behalf of the Association as an agent of the Association. The Executive Director shall receive notice of and attend all meetings of the board except during those parts of meetings when the subject is the Executive Director or any issue related to the Executive Director’s employment.  The Executive Director may participate in all discussions but shall have no vote.

The Executive Director shall be hired by a majority vote of the Board of Directors or by a majority vote of the Executive Committee, if explicitly given such authority by a majority vote of the Board of Directors.

ARTICLE V – Budget

At least ten (10) days before the end of year Board of Directors Meeting, the Executive Director, in coordination with the Executive Committee shall prepare an annual budget for the Association and, upon approval of the budget by the Board of Directors, shall have the authority to disburse the sums appropriated. The Executive Director shall be responsible for any monies of the Association that come into the Executive Director’s possession; for the keeping of the accounting records; and for the preparation of such financial statements and reports, including an annual financial review. 

ARTICLE VI – Dues

The Executive Director, in coordination with the Executive Committee shall annually prepare a dues schedule for membership into Association and, upon approval of the schedule by the Board of Directors, shall have the authority and responsibility to collect membership dues.

ARTICLE VII – Membership Meetings and Actions

1. Membership Meetings

1. Annual Meeting. The Association shall hold one annual meeting. The date and place of the annual meeting shall be decided by the Board of Directors. The Secretary shall send to each member a notice at least thirty (30) but no more than sixty (60) days before the meeting, and any and all business of any kind and nature pertaining to the affairs of the Association may be considered and disposed of at the annual meeting.   
2. Special Meetings. With prior notice to the Board of Directors, Special meetings of the members may be called by the Executive Director or by the Executive Committee provided at least ten (10) but no greater than sixty (60) days written notice thereof is given to all members.
3. Notice. The Secretary shall give notice of each special meeting of the members by electronic delivery or mailing to each member of record. Notices shall be electronically delivered or mailed at least ten (10) days in advance of such meeting and shall state the time, location, and, in the case of a special meeting, the object of the meeting. Notices delivered by mail, other than first class or registered mail, must be mailed no later than thirty (30) days prior to the meeting date. Whenever any notice whatsoever is required to be given under the provisions of the Nonstock Corporation Law of the State of Wisconsin or under the provisions of the Articles of Incorporation or the bylaws of the Association, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
4. Quorum. At any duly called meeting of the members, regular or special, a majority of voting members must be present to constitute a quorum.
5. Member Action. At any meeting of the members, in which a quorum is present, a majority vote shall be sufficient to transact any business that may properly come before said meetings.
6. Attendance and Voting. The attendance at the annual meeting and any special meeting is open to all members.  Each member has one vote on any matter submitted to the members.  All matters submitted to the members are determined by a majority vote of those present and voting.
7. Meeting Procedure. The President shall preside over all meetings of the members.  The Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting as well as recording all transactions occurring at the meeting.

2. Actions Without Meetings

An action that may be taken at a meeting of members may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter.  A written ballot shall:

1. set forth each proposed action; and
2. provide an opportunity to vote for or against each proposed action. 

Approval by written ballot under this section is valid only if the number of votes cast by ballot 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 matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. 

Solicitations for votes by written ballot shall: 

1. indicate the number of responses needed to meet the quorum requirements;
2. state the percentage of approvals necessary to approve each matter other than election of directors; and
3. specify the time by which a ballot must be received by the Corporation in order to be counted.

ARTICLE VIII – Directors Meetings

1. Annual Meeting. An annual meeting of the Board of Directors shall be held within one month after the adjournment of the annual meeting of the members.
2. Regular Meetings. With proper notice, A meeting of the Directors may be held at any time and at any place when a quorum of the directors is present, however notified, or when a quorum of the Directors shall consent in writing to the holding of such meeting.
3. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two (2) members of the Executive Committee by the giving of five (5) day notice to all members of the board.
4. Quorum. At any duly called meeting of the Board of Directors, regular or special, a majority of the total number of directors shall constitute a quorum.
5. Voting. At any meeting of the Board of Directors, in which a quorum is present, a majority vote shall be sufficient to transact any business that may properly come before said meetings (except where otherwise provided by law or in these bylaws).
6. Action without a Meeting. In accordance with Section 181.0821, Wis. Stats., any action that would be taken at a meeting of the Board, except for action pursuant to Articles XV and XVI of these bylaws, may be taken without a meeting if a consent in writing setting forth the action to be taken, is signed by two-thirds (2/3) of all of the directors, provided all directors receive notice of the text of the written consent and of its effective date and time.  Any such consent signed by two-thirds (2/3) of all of the directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions.
7. Electronic Meetings. Pursuant to Section 181.0820 of the Wisconsin State Statutes, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:
   
   

1. All participating directors may simultaneously hear or read each other’s communications during the meeting.
2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

If a meeting will be conducted through the use of any means in this Article VIII.7 all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in Article VIII.7 is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

ARTICLE IX – Executive Committee Meetings

1. Quorum. At any duly called meeting of the Executive Committee a majority of the committee shall constitute a quorum.
2. Voting. At any meeting of the Executive Committee in which a quorum is present, a majority vote shall be sufficient to transact any business that may properly come before said meetings.
3. Policy Resolutions. The Executive Committee is responsible for reviewing and then presenting all proposed policy resolutions to the full board for approval before such resolutions are presented to the membership for a vote at the annual meeting.

ARTICLE X – Membership Acceptance

The method and conditions upon which members shall be accepted and discharged or expelled shall be as follows:

Those eligible may become a member upon the acceptance of their application for membership by the Board of Directors or Executive Committee, and upon their agreement to pay the membership fees.

Non-payment of annual membership dues shall be sufficient cause for termination of membership by vote of directors, and members may voluntarily withdraw; the Board of Directors may make changes to the terms and conditions of admission to membership and to Association membership policies. If changes are made, the bylaws shall be amended at the next annual meeting as necessary to reflect those changes.

ARTICLE XI – Classes of Membership and Eligibility

Membership in the Association shall consist of; Processor, Supplier, Associate, Retired, and Student members.

1. Processor Member. Any firm, corporation, or sole proprietor engaged in converting milk and/or milk components into dairy products, wholesale distribution, cut and wrap, cold pack or production of processed cheese may become a processor member in the association.  Each processor member shall designate one person with the right to speak on and vote in all association matters. An alternate may also be selected in the event the primary designate is not able to attend the meeting. Processor members are eligible to serve on the Board of Directors and other committees.
2. Supplier Member. Any firm, corporation, or sole proprietor whose business is supplying goods or services to the dairy industry.  Supplier members shall designate one person with the right to speak on and vote in all association matters. Supplier members are eligible to serve on the Board of Directors and other committees.

3. Associate Member. Any firm, corporation, or sole proprietor that is not eligible for processor membership, and who has an interest in the dairy industry will be eligible to join as an associate member. Associate members can attend events and meetings but do not have voting rights at association meetings. Associate members are not eligible to serve on the Board of Directors.

4. Retired Member. Any person who was an employee of a member company that has retired, will be eligible to join as a Retired Member. Retired members can attend association events and meetings but do not have voting rights at association meetings. Retired members are eligible to serve on committees. Retired Members are not eligible to serve on the Board of Directors.

5. Student Member. Any person who is a current student in High School or College/University/Technical School will be eligible to join as a Student Member. Student members can attend association events and meetings but do not have voting rights at association meetings. Student members are NOT eligible to serve on the Board of Directors and other committees.

ARTICLE XII – Registered Agent

The Registered Agent shall be the Executive Director.

ARTICLE XIII – Parliamentary Procedure

The rules contained in Robert' s Rules of Order, revised, shall govern this corporation in all its meetings.

ARTICLE XIV – Voting

Every voting member in good standing of the Association shall be entitled to one vote and one vote only.  Note: Member is defined in Article XI. 

ARTICLE XV – Amendments

Except for Article XVI, the Board of Directors of the Association shall also have power to make, amend, alter, and repeal bylaws and regulations for the governance of the Association and the orderly conduct of its affairs and the management of its property.

ARTICLE XVI – Dissolution

The Association may be dissolved by a 2/3 vote of the members. Upon dissolution, all requirements under Chapter 181, including filing articles of dissolution with the Department of Financial institutions must be followed. In the event of the dissolution of this Association, all assets remaining shall be transferred or conveyed and given to one or more corporations, societies, or organizations engaged in the State of Wisconsin in activities substantially similar to those of this dissolving Association or a similar non-profit. The Executive Committee will determine where and how the funds will be distributed.

ARTICLE XVII – Contracts, Checks, Deposits and Funds

1. Contracts.  The Executive Director or the President may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.  The board may authorize any other officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. 
2. Checks, Drafts, Etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by either the Executive Director, President or such officer(s) or agent(s) of the Association as set forth in board policies.  The other officers of the Association shall have authority under this Article XVII.2 as is from time to time to be determined by the board and set forth in board policies.
3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries as the board designates.
4. Books and Accounts.  The Association shall keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the board and its committees.  In addition, the Association shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
5. Nondiscrimination Policy.  The Association does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.

ARTICLE XVIII – Indemnification and Limited Liability

1. Indemnification. The Association shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify each Director and officer of the Association against reasonable expenses and against liability incurred by a director or officer in a proceeding in which he or she was a party because he or she was a director or officer of the Association.  These indemnification rights shall not be deemed to exclude any other rights to which the director or officer may otherwise be entitled.  The Association shall indemnify any employee who is not a director or officer of the Association, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Association.  The Association may, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify, reimburse, or advance expenses of directors, officers, or employees.
2. Limited Liability of Directors, Officers.  Except as provided in Subsections (2) and (3) of Wisconsin Statutes Section 181.0855, a director or officer is not liable to the Association, its members or creditors, or any person asserting rights on behalf of the Association, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:

1. A willful failure to deal fairly with the Association or its members in connection with a matter in which the director or officer has a material conflict of interest;
2. A violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
3.  transaction from which the director or officer derived an improper personal profit or benefit; or
4. Willful misconduct.

3. Limited Liability of Volunteers.  Except as provided in Section 181.0670(3), Wis. Stats., a volunteer (as defined in Section 181.0670, Wis. Stats.) is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:

1. A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;
2. Willful misconduct;
3. If the volunteer is a director or officer of the Association, an act or omission within the scope of the volunteer's duties as a director or officer;
4. An act or omission for which the volunteer received compensation or any thing of substantial value instead of compensation; or
5. Negligence in the practice of a profession, trade or occupation that requires a credential, as defined Wisconsin Statutes Section 440.01 or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.