BYLAWS- Revised & Board-Approved May 11th, 2017
ARTICLE I – NAME
The name of the corporation shall be the Madison Friends of International Students, Inc. (MFIS), identified legally as a “corporation.”
ARTICLE II – MISSION
The Madison Friends of International Students’ mission is to connect Madison-area international university and college students, scholars, and any accompanying family with local residents to provide support and assistance and to foster cultural exchange, global goodwill, and friendships around the world.
ARTICLE III – GENERAL BODY
The corporation shall consist of persons from the general geographic area of Madison, Wisconsin, who have interest in the organization’s purpose and mission demonstrated by donating funds and/or contributing time and effort to the organization, and other persons identified by the Board of Directors to be included in the affairs of the corporation.
ARTICLE IV – BOARD OF DIRECTORS
SECTION 1: The Board of Directors, other elected at large members and others authorized by the Board of Directors, are responsible for the business and affairs for the corporation.
SECTION 2: All members of the Board of Directors are nominated by the Nominating Committee or the Board of Directors and must be approved by a majority vote from the current Board of Directors.
SECTION 3: Each member of the Board of Directors assumes the duties of office at the first Board meeting held before June 1, for a term of three (3) years. Following completion, he or she may run for re-election. In case of postponement of election beyond June 1, each member shall hold office until a successor has been elected and assumed the duties of office. If a member needs to leave the Board of Directors before their completed three (3) year term, their successor will fulfill the remainder of the term.
SECTION 4: A vacancy on the Board of Directors may be filled by appointment by the President with the confirmation of the Executive Committee. Any elected member may be removed from office by affirmative vote of two thirds (2/3) of the Board of Directors. Any elected member, including officers, may resign in writing to the Secretary.
ARTICLE V – OFFICERS OF THE BOARD OF DIRECTORS
SECTION 1: The Officers of this corporation make up the Executive Committee and include: President, Vice President, Secretary, and Treasurer. The Board of Directors may authorize these and other officers or assistant officers by a majority vote.
SECTION 2: The duties of the Officers are: a) The President is the principal Executive Officer of this corporation and, subject to the jurisdiction of the Board of Directors, shall supervise all of the affairs of the corporation. The President calls all meetings of the corporation, the Board of Directors and the Executive Committee, subject to the provisions of Article VI (6), Section 4. The President, Vice President, or designee presides at these meetings. The President acts as custodian of all corporate records. b) The Vice-President assumes the duties of the President in the absence of the President. If the President is unable to complete the prescribed term of office, the Vice-President serves as President during the remainder of the unexpired term. c) The Secretary keeps Minutes at Board of Directors, Executive Committee, and corporation meetings; gives notice of meetings; keeps record of the post office address of each member of the Board of Directors; signs, with the President or Vice-President, such instruments as are required to be attested to by the Secretary of the corporation; and performs other duties assigned by the Board of Directors. d) The Treasurer, with the assent of the President and under the direction of the Board of Directors, is responsible for the funds of the corporation, including depositing such funds in financial institution selected by the Board of Directors, preparing financial statements as required, and performing other duties related to the finances/funds of the corporation. The Treasurer shall present an annual report of income, disbursements and assets, and a proposed budget for the upcoming fiscal year for approval by the Board of Directors, at the Board meeting in June.
ARTICLE VI – MEETINGS
SECTION 1: The annual meeting of the corporation, as required by law, shall be held at a time and place each year designated by the Board of Directors. Notice of the meeting shall be communicated to all members at least ten (10) days prior to the announced date of the meeting by the Secretary or other designee.
SECTION 2: The President may call additional meetings of the corporation, and notice of these meetings shall be communicated to members at least ten (10) days before the announced date of the meeting by the Secretary or other designee.
SECTION 3: The Board of Directors shall meet at the call of the President at least twice each year. The date, time, and place will be specified by the Board of Directors. Additional meetings of the Board of Directors shall take place at the call of the President or any other two members of the Board of Directors. Notice of each meeting of the Board of Directors shall be communicated at least 72 hours prior to the meeting by the Board Member calling the meeting.
SECTION 4: The Executive Committee shall meet at the call of the President. Any action of this committee shall be subject to ratification by the Board of Directors at its next meeting.
SECTION 5: Standing, special, and ad hoc committees shall meet at the call of the Coordinator in each case, with the knowledge and approval of the President.
SECTION 6: At Board meetings of the corporation, 51% attendance of currently serving Board members shall constitute a quorum for the transaction of business. If a quorum is not present at a Board meeting, a vote may be taken and recorded of those present. The remaining Board members will be contacted, if possible, via phone, email, or in person in the 24 hours following the Board meeting by one of the Officers in order to record their votes of yay, nay, or abstention.
SECTION 7: Voting on urgent or minor issues may be conducted between Board meetings via email if approved by a vote of at least 51% of the Board of Directors. All Board members should be copied on each and every vote by sending the email to MFIS-Board@googlegroups.com.
ARTICLE VII – PROGRAM COMMITTEES
SECTION 1: The President shall appoint all program committees and may create new standing, special and ad hoc committees or dissolve existing ones, only by a majority vote from the Board of Directors.
SECTION 2: Each committee will be appointed a Coordinator, who will be responsible for liaising with the Board of Directors, and may be invited to report to the Board of Directors at the discretion of the President.
ARTICLE IX – AFFILIATIONS
This corporation maintains affiliation with other corporations such as the University of Wisconsin-Madison’s International Student Services (ISS) which shares common goals with MFIS.
ARTICLE X – FISCAL YEAR, AUDIT AND REPORT
SECTION 1: The fiscal year begins on June 1 and ends the following May 31. Financial records of the Treasurer must be audited at the end of the fiscal year by one (1) or two (2) auditors appointed by the President.
SECTION 2: A financial statement shall be made available to each Director, and upon request of any member, at the end of the fiscal year.
ARTICLE XI – SEAL
This corporation shall have no corporate seal.
ARTICLE XII – AMENDMENTS
SECTION 1: These bylaws may be amended at a regular meeting of the Board of Directors by a vote of 51% of the Board of Directors.
SECTION 2: A proposed amendment shall not be in conflict with the Articles of Incorporation of the Madison Friends of International Students, Inc. (MFIS, Inc.)
ARTICLE XIII – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall determine the parliamentary procedure and rules of operation in all cases to which they are applicable and in which they are not inconsistent with the bylaws and policies of the corporation.
ARTICLE XIV – DISSOLUTION
In the event of the dissolution of the corporation, all assets and net income, current and accumulated, remaining after the payment of its just debts, obligations and claims, shall be transferred to its successor organization, provided the purpose of said organization is also charitable and educational and provided that said successor organization is exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended; otherwise, said assets shall be transferred to and become the property of the University of Wisconsin Foundation, with the stipulation that they shall be expended for the benefit of international students at the University of Wisconsin, Madison.
PDF Version of MFIS Bylaws 2017