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BY-LAWS

WISCONSIN WATER WELL ASSOCIATION INC.

ARTICLE  I.    OFFICES

 1.01    Principal and Business Offices.  The Corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

 1.02    Registered Office.  The registered office of thee corporation required by the          Wisconsin Non-stock Non-profit corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent.  The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II.    PURPOSES

 2.01    The purpose of the Association are to assist, promote, encourage, and support the interest and welfare of the water well industry in the State of Wisconsin and elsewhere; and the foster, and promote scientific education and research as well as techniques and standards whose purposes are to improve methods of water well construction and development;  to promote harmony and cooperation between members, government agencies and the general public in the proper development and protection of underground water supplies; to provide ways and means whereby members and others interested in the water well industry may interchange information, ideas and experiences and to obtain expert advice; and to advance the mutual interests of those engaged in the water well industry in their own and the public interest.

ARTICLE III.    FULL MEMBERS

 3.01   The full member of the corporation shall be the directors of the corporation and such other person who during their entire period of membership have issued to them and currently hold and continue a State of Wisconsin Well Driller’s License or a State of Wisconsin Pump Installer’s License, or a State of Wisconsin other Drillhole Constructor’s License.  Subject to the above requirement that all full members hold a well driller’s or pump installer’s or both drillhole constructor’s license, the corporation is open to membership of any adult, regardless of race, color, creed or sex who have demonstrated an interest in developing pure drinking water for human consumption in the State of Wisconsin and who have demonstrated an interest in further education to the public in the production and distribution of  pure drinking water from underground sources for the benefit of the public and for the benefit of consumers of underground water in its purest, obtainable form.

 3.0125    Qualifications for Other Drillhole Constructors.  The proposed revision of Chapter 162 of the State of Wisconsin Statues will require licensing of other drillhole constructor’s after its passage in the Legislature.  Until the passage of this revision other Drillhole Constructor’s may apply for and be granted full membership with voting rights subject to the approval of the Board of Directors.

 3.03    Transfer of Membership.  Membership in the corporation is not transferable or assignable.

 3.04    Method of Acceptance of Full Members.  Any person, firm or corporation holding a current valid unrestricted well driller’s license or pump installer’s license issued be the State of Wisconsin shall be eligible for fill membership upon application to the Secretary of the Corporation and first paying the prescribed annual dues.

 3.045   Associate Members.  Associate Members shall be in the name of the individual.  Associate membership is open to Manufactured, Suppliers and other individuals who support or who have an interest in the water well industry.

 3.05    Discharge of Members.  The Board of Directors, upon due notice to a member sought to be discharged and after providing said member an opportunity to be heard before the Board of Directors, shall have full and complete authority to discharge any member of the Corporation for just cause.  Just cause shall include, among other things, finding that the member up for discharge had continuously and consistently violated the Wisconsin Statues and the Wisconsin Administrative Code Provisions governing Well Drillers and Pump Installers.  Just cause shall further include continuous misrepresentations by the member sought to be discharged as to the quality of his work, capability of a water well pump and distribution system, misrepresentations, acts or conduct that would indicate to the Board of Directors fraud or other unethical conduct of a well drilling or pump installing business.  Just cause may include dismissal after evidence of conviction of a felony has been received at the Director’s meeting hearing the matter.

 3.06    Voting Rights and Classification of Members.  Each full member in good standing with dues fully paid shall be entitled to one vote on any and all matters that may come before any annual or special meeting of the association.

 3.07        Classification of Members.  There shall be butt two classes of members and all full members shall have equal voting rights.  The membership or the Board of Directors may, however, from time to time, issue honorary membership to such persons who have been members of the association for at least five (5) years who have retired from any well drilling or pump installing business.  In addition the membership and the Board of Directors may issue honorary membership to persons who have distinguished themselves in the water well drilling and pump installing field.   

ARTICLE IV.  MEETING OF MEMBERS

 4.01        ANNUAL MEETING.  The annual meeting of the membership shall be held in the first quarter each year at such meeting place and location in the State of Wisconsin as selected by the Board of Directors or the membership at an annual or special meeting held for that purpose of electing directors and for the transaction of any and all general business as may come before the meeting.

 4.02    Special Meetings.         Special meetings of the membership may be called by the President, the Board of Directors or 10-percent or more members. 

 4.03    Place of Meeting.         The Board of Directors may, from time to time designate any place either within or without the State, as a place of the annual meeting or for any special meetings of the members. 

 4.04    Notice of Meeting.       Written or printed notice stating the place, day and hour of any meeting of the membership shall be mailed to each member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary or persons calling the meeting.  As to a special meeting, the purpose for which the meeting is called shall be stated in the notice.  If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.  Any member may waive notice of any meeting and a special meeting may be called at the annual meeting of the membership by a majority vote of the membership for one or more specific purposes to be dealt with and considered after the closing of the annual meeting of the membership.

 4.05    Quorum.           Twenty-five (25) members shall constitute a quorum at any meeting.  If quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice until a quorum is obtained.

ARTICLE V.   BOARD OF DIRECTORS

5.01    General Powers.           The affairs of the corporation shall be managed by its Board of Directors. 

 5.02    Number, Tenure and Qualifications.    The number of directors shall be seven.  Each director shall hold office until the second annual meeting of members following his election and until his successor shall have been elected and qualified.  Each director shall be elected for a term of two (2) years and the terms of the directors staggered so as to elect four (4) directors on year and three (3) directors the next year and thereafter continuing annual elections of four (4) directors and three (3) directors annually alternately.  Three (3) of the seven (7) directors shall be licensed pump installer-directors and four (4) of the directors shall be licensed well drillers.  One (1) pump installer-directors shall be elected each year and the two (2) year terms of the pump installer-directors shall be staggered.  Any director who ceases to be a member of the corporation shall cease being a director of the corporation. 

 5.02a  SPECIALITY DIRECTORS TENURE and QUALIFICATIONS. Two (2) additional seats on the Board of Directors are open to specialty/environmental well drillers. Each director shall hold office until the second annual meeting of members following his election and until his successor shall have been elected and qualified. Each director shall be elected to a two (2) year term. Any director who ceases to be a member of the corporation shall cease as a director of the corporation. The seats of the specialty/environmental well drillers do not need to be filled to complete the Board of Directors.

 5.03    Regular Meetings.        A regular annual meeting of the Board of Directors shall be held without other notice than by this by-law, immediately after and at the same place as the annual meeting of members.  The Board of Directors may provide by resolution the time and place, either within or without the State of Wisconsin, as the place for holding of additional regular meetings of the Board without other notice than such resolution. 

 5.04    Special Meetings.         Special meetings of the Board of Directors may be called by or at the request of the President or three (3) or more of the directors.  The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Wisconsin, as the place for holding such special meeting. 

 5.05    Notice.             Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by telegram such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws. 

 5.06    Quorum.           A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. 

5.07    Vacancies.        Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for the remainder of the term.

 5.08    Compensation.             Directors as such shall not receive any stated compensation for their services, but by resolution of the Board may be reimbursed for their expenses of attendance at meetings of the Board.

 5.09    Executive Committee.                         The Board of Directors, by resolution, adopted by a majority of the directors in office, may designate and appoint an Executive Committee which shall consist of three (3) directors subject in all respects to the authority and discretion of the Board of Directors and between its meetings the Executive Committee shall have and exercise the power and authority of the Board of Directors in the management of the corporation. 

 5.10          Other Committees.  Other committees not having or exercising the authority of the Board of Directors in the management of the corporation may be designated by resolution adopted by a majority of the directions present at a meeting at which a quorum is present.   Persons may be designated as committee members who are not members of the corporation or it’s Board of Directors.

ARTICLE VI.   OFFICERS

6.01          Officers.   The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer.

 6.02          Election, Qualification and Terms of Office.  The officers of the corporation shall be members and shall elected annually by the general membership in good standing, at the annual meeting.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

 6.03          Duties of Officers.  The duties of the officers shall be such as usually attach to such offices and, in addition thereto, such further duties as may be designated from time to time by the Board of Directors.

ARTICLE VII. CONTRACT, CHECKS, DEPOSITS AND FUNDS

7.01          Contracts.  The Board of Directors may authorize any officer of officers, agent of agents 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 of confined to specific instances.

 7.02          Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, noted or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers of officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 7.03          Deposits.  All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositaries of the Board of Directors may select.

 7.04          Gifts.  The Board of Directors may accept on behalf of the corporation and contribution, gift, dequest of devise for the general purpose of for any special purpose of the corporation.

ARTICLE VIII.  BOOKS, RECORDS AND FISCAL YEAR

8.01          The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and the Board of Directors, and shall keep at the registered of principal office a record giving the names and addresses of the members.  All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

 8.02          The fiscal year of the corporation shall be set to run from November 1^st to October 31^st of the following year.

ARTICLE IX.  DUES

9.01          Each member shall pay the annual dues prescribed by the annual meeting of the membership of by the board of Directors at its annual or any other meeting called by the Board of Directors and in such annual amount as the board of directors may from time to time establish. 

ARTICLE X.  SEAL

10.01      The Board of Directors may provide a corporation seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE XI.  AMENDMENTS TO BY-LAWS

11.01      These By-Laws may be altered, amended or repealed and new by-laws may be adopted by a majority vote of the members at any annual meeting or at a special meeting called for that purpose, provided that at least sixty (60) days writted notice is given of the intention to alter, amend of repeal or to adopt new by-laws except that the by-laws may be altered, amended or repealed at any annual meeting without notice. 

ARTICLE XII.  PROVISIONS OF CHAPTED 181

12.01    The provisions of Chapter 181 of the Wisconsin Statutes relating to non-stock corporations shall apply to all business and activates of the corporation business is provided in the statutes to be governed by the by-laws of the corporation.  

Updated February 18, 1987

Amended:       February 5^th 1989 and 1990

                     Section 3.01 with the addition of 3.0125

Section 6.02 This changes the election of the officers of the Membership in good standing instead of the Board of Directors.

 Latest copy printing: January, 1992

 Amended:        January 31, 1994

 Change the title of Article VIII and added section 8.02 to establish the fiscal year.

 Amended:        February 3, 1999

Change Three to Two of the seven directors shall be licensed pump installers and five to four of the directors shall be licensed well drillers. 5.02 Add specialty directors tenure and qualifications. 5.02a

Latest copy printing: January 10, 2006