Purpose of the Organization:
Consistent with the Comment to Wisconsin SCR 20:7.2, which points out that "the interest in expanding public information about legal services ought to prevail over considerations of tradition", practitioners of the law have organized this non-stock, not for profit corporation as a means of effectively communicating beneficial information to the public and among the members of the corporation itself.  This corporation is formed in recognition that the services of strong and vibrant independent practitioners are an asset to the clients and community they serve. Steps taken to preserve that strength and enhance that communication not available to a single practitioner but which can be obtained by the combination of practitioners are a benefit to members and public alike. Members of the corporation, proven in competence and dedication, acknowledge the great traditions of service of the Bar. They also recognize that continuing changes in communications and technology coupled with their duty to be leaders in the legal community can find expression in this organization. This organization is intended to be a further expression of their dedication to caring and service to their present and future clients.

Members recognize that litigation, while a time proven method of preserving individual rights and promoting social justice has become inefficient and expensive and beyond the means of many in society – and thus puts the judicial system and the justice it dispenses out of the practical reach of many.  Members recognize that creative alternatives to traditional litigation that honors the spirit of the law and the essence of the judicial system are a benefit to society generally and to many in need of justice specifically and individually.  Members have found the principles of Collaborative Law, as that attitude and commitment are being developed across the country, is both a social good and a worthy addition to their practice.  The second principle purpose of The Advocates Network is to develop, communicate and provide legal services consistent with the principles of Collaborative Law.

Members further recognize that for many members of the public, their only contact with the legal profession is through lawyers whose professional activities are commonly identified as general practice.
General practice lawyers and firms provide a great benefit to both society generally in making legal services available and to individual clients in establishing and maintaining the professional relationships that encourage appropriate use of the legal system and services.  The third purpose of The Advocates Network is to benefit both its members and the public by supporting community based general practices of law.

Finally, members recognize that the well being of those they serve is often maximized by the participation of professionals other than those licensed to practice law.  The organization seeks to develop relationships with these other professionals, consistent with and subordinate to the principles of professional responsibility applicable to its attorney members, by allowing multidisciplinary participation in the network by these fellow professionals.

Each and every member of this organization pledges by his or her membership not only to oppose discrimination based on race, religion, gender and those other forms of demeaning categorization antithetical to freedom and equality under law, but to work privately and professionally to insure that every individual can stand tall and free before the law and rise to a level of success determined by their ability, endeavor and dedication to the common good.

The initial principal office of the corporation in Wisconsin shall be located in Manitowoc County, Wisconsin. The Corporation may relocate the principle office and have such other offices, either within or without Wisconsin, as the Board of Directors may determine.

The Corporation shall have and continuously maintain in Wisconsin a registered office and a registered agent whose office is identical with the registered office. The registered office may be, but need not be, identical with the principal office in Wisconsin. The registered agent and the registered office may be changed from time to time by the Board of Directors.

Section 2.1 Classes of Members.

The Corporation shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows-

A. Governing Membership.
This class of membership shall be comprised of the Board of Directors of the Corporation and such other individuals who accept the invitation of the Board of Directors to membership in this class. Governing members may also be Participating or Consulting members but need not be qualified to be either Participating members or Consulting members and need not be licensed to practice law in Wisconsin or elsewhere. These individuals (called 'governing members') who serve on the Board of Directors have the right and duty to govern all functions of the Corporation and guide its future operations. Governing members not serving on the Board shall consult with the board members as may be reasonable and necessary.

B. Participating Membership.
This class of membership shall be composed of individuals licensed to practice law in the jurisdiction where they are principally engaged, who join the Corporation, acknowledge and agree to the terms and limitations of membership, subscribe to the goals and purposes of the Corporation, maintain their qualifications for membership, continue to enjoy the confidence of the other participating members of the Corporation in their administrative district and that of the Board of Directors.  Only Participating Members may vote at the annual or any administrative district meeting, but otherwise shall have no authorized powers to govern and/or assist in the operation of the Corporation.

C. Consulting Membership.
This class of membership shall be composed of individuals who are licensed to practice a profession other than law in the jurisdiction where they are professionally or vocationally engaged.  Consulting members join the Corporation, acknowledge and agree to the limitations of membership, continue to enjoy the confidence of the board of directors and the participating members in the administrative districts of the corporation where the are principally engaged . Consulting members do not vote and have no authorized powers to govern and/or assist in the operation of the Corporation.

Section 2.2 Qualifications for Membership

A. Eligibility Requirements.

1. Primary criteria for participating members. An individual who fits the membership criteria set forth below are eligible to become and remain a participating member.

a. Is committed to the principles of Collaborative Law as shown by his or her education, practice and promotion of the concept.  There is no actual or implied requirement that participating members limit their practice to Collaborative Law matters or methods.

b. Is admitted to the practice of law as such admission is defined and controlled by the State where said member has his/her principle office, and

c.  Is actively engaged in the practice of law. This means that, except as provided below, such member spends no less one half of their professional time actively providing client related legal services, and

d. Is and remains covered by a policy of legal malpractice insurance in such amount, and from such insurer as is acceptable to the Board of Directors, and

e. Is personally experienced in the practice of law, or is affiliated with a group of practitioners so experienced, and enjoys a reputation with his or her clients and the public at large as well as the bench and bar for integrity and competence, and

f.  Continues to enjoy the confidence of the Board of Directors and the other participating members in their administrative district.

2.  Criteria for Consulting members. Consulting members can come from one or more of the following categories:

          a.    Licensed practicing clinicians, licensed financial planners, certified public
            accountants and other similar licensed professionals whose skills may be
            beneficial in the collaborative resolution of family law and other disputes.

b. Individuals not licensed to practice law who have skills and abilities which provide a benefit to participating members in serving the needs of their clients or entities that provide services to attorneys engaged in the general practice of law, and/or

3.    Governing members.

        Governing members need not be licensed to practice law or other profession and shall have skills, interests, experience or the like necessary,  useful  or convenient to the purposes of the Corporation and the best interests of Participating and /or Consulting members.

A Governing members.

Individuals shall become governing members upon invitation of the Board of Directors of the Corporation only. Governing memberships shall continue at the pleasure of the Board of Directors or until the governing member resigns.

1.    An individual shall be admitted to membership as a participating member upon the nomination of a governing or other participating member together with an application for membership in this classification by the individual and approval of the Board of Directors.

2.    The President of the Corporation may grant interim membership to said applicant, subject to the approval of  the Board of Directors. The President of the Corporation, upon receipt of an application for membership of a prospective participating member shall advise all other participating members in the administrative district where the prospective member practices. The Board of Directors shall consider said application at its next regular meeting, provided that no less than 30 days have elapsed since notification of the membership application to other participating members of the administrative district. The Board of Directors may consider, but is not bound by, the input of existing participating members of the administrative district in considering the application of a new participating member.

3.    The Board of Directors shall from time to time prescribe the form and manner in which application may be made for participating membership.

4.    No individual shall be entitled to membership.

1. An individual shall be admitted to membership as a consulting member upon the nomination of a governing or other participating member together with an application for membership in this classification and approval of the Board of Directors.

2. The President of the Corporation may grant interim membership to an applicant for Consulting membership until the next regular meeting of the Board of Directors.

3. No individual or entity shall be entitled to consulting membership.

4. The Board of Directors shall from time to time prescribe the form and manner in which application may be made for consulting membership.

1. The Board of Directors shall require, as a condition of membership, that a prospective member attest that he or she is familiar with the terms, conditions, limitations and responsibilities of membership as continued in these bylaws, that they accept the same and agree to to the same.

2. As a condition of membership, applicants for membership agree that any disputes between themselves (whether individually or collectively, as a law firm or practice group) and any other member of any category of membership, the Corporation itself or any individual or entity with which the Corporation may enter into a relationship with, either contractual or otherwise, shall be resolved by arbitration pursuant to Chapter 788 of the Wisconsin Statutes, as amended.

a. Venue of Arbitration.

(1)    If the dispute is between a member or members and the Corporation itself,  the venue of said arbitration shall be
Manitowoc County, Wisconsin unless the Corporation, by its Board of Directors shall otherwise agree in writing.

(2)    If the dispute is between a member or members and any individual or entity with which the Corporation enters into a relationship, either contractually or otherwise, venue for said arbitration shall be the principle place of said individual or entity unless said individual or entity agrees otherwise in writing.

(3)    If the dispute is between two or more members of the Corporation, regardless of classification of membership, venue for said arbitration shall be in any County in the Administrative District where the Respondent party to the arbitration has his or her principle office.

b. Procedure for Arbitration

(1)    If the dispute is principally a claim between a member and the Corporation or any individual with which the Corporation maintains a relationship by contract the matter shall be heard by a single arbiter,  agreed by the parties and if they can not agree, upon informal nomination by any judge identified by the respondent.

(2)    If the dispute is between members of the Corporation,  the arbitration shall be heard by a single arbiter selected by the President of the Corporation. Nothing shall prohibit the President from selecting a member of the Corporation for such function.

(3) At the conclusion of the Arbitration the arbiter, in addition to any other decision or award, may award either party a sum up to the costs and attorneys fees actually paid  for assistance in the matter. In awarding any fees and costs, the arbiter may make such determination on the reasonableness and courtesy of the party in handling and attempting to resolve the matter collaboratively.

(4) In the case of disputes arbitrated between a member and an individual with whom the Corporation maintains a relationship by contract or otherwise, or between two or more members, the arbiter shall file a report with the Board of Directors outlining the issues presented, the evidence adduced and the resolution of the matter.

(5) The arbiters fees and expenses shall be borne by the parties, one half as would be allocated as fees and costs pursuant to paragraph 3 above, and one half being divided between the parties equally without regard to outcome. The arbiter may require the deposit of an amount reasonably anticipated to equal half of his / her fees and expenses  be deposited by the parties before the arbitration hearing or presentation. Failure of a party to advance such sum may be considered by the arbiter(s) as an act of bad faith and considered in reaching a decision.

B. Membership of any class, shall not be a property right of a member for any purpose what so ever.

C. Members, in applying for membership, acknowledge that the Corporation has and will contract for goods and services, including the use of collaborative law and other law practice systems, logos, trademarks, service marks, other indicia of goodwill, marketing plans, strategic plans, market research and other market information which will not become the property of the Corporation and which will remain the property of its respective owners.

Section 2.5 Liability of Members.
No member, of any classification, of this Corporation shall be personally liable for any of its debts, liabilities or obligations.

Section 2.6  Transfer of Memberships
Memberships of this Corporations, of any classification, are not transferable.

Section 2.7  Termination of Memberships
A. Governing members

1.    A governing membership shall terminate upon resignation of any governing member immediately upon receipt of a writing, signed by said governing member, so signifying by any member of the Board of Directors.

2. A governing member may be removed by a majority vote of the Board of Directors, with or without cause, at any time.

1.    A participating membership shall terminate upon resignation of any participating member immediately upon receipt of a writing, signed by said participating member, so signifying, by any officer or member of the Board of Directors.

2.   Participating membership shall terminate upon the failure of any participating member to obtain a vote of confidence by a majority of the other participating members in his or her administrative district at the annual or any special district meeting.

3.     A participating member may be suspended, at any time, for cause, by a majority vote of the Board of Directors until the next meeting of the Participating Members of said member's administrative district. Cause shall be defined as any conduct, whether or not in violation of any criminal law or administrative rule, and regardless of whether or not such conduct is directly related to the practice of law, determined by the Board of Directors to be contrary to the best interests of the Corporation and / or conduct inconsistent with these bylaws,  Any member so suspended may call for a special meeting, to be held within 60 days of such call, for the purpose of a special vote of confidence as to said member.  The Board of Directors shall express such cause in a written report to the other participating members of the administrative district before said meeting for consideration in said members vote of confidence. If said member receives a vote of confidence by a 2/3 majority of the other participating members at said meeting, said member shall be reinstated. If not, the member shall be terminated from membership.

1. A consulting membership shall terminate upon resignation of any consulting member immediately upon receipt of a writing, signed by said member, so signifying by any officer or member of the Board of Directors.

2. Consulting membership shall terminate upon the failure of any consulting member to obtain a vote of confidence by a majority of the participating members in his or her administrative district at the annual meeting or any special district meeting.

3.   A consulting member may be suspended, with or without cause, by a majority vote of the Board of Directors at any time.  The Board of Directors shall express such suspension in a written report to the participating members of the administrative district before the next regular meeting for consideration in said members vote of confidence. If said member receives a vote of confidence by a 2/3 majority of the other participating members at said meeting, said member shall be reinstated. If not, the member shall be terminated from membership.

1. Membership shall terminate on a member's

a. Failure to honor any contractual obligations he or she may incur to the Corporation within thirty (30) days of the due date, and/or

b. Failure to be covered by a policy of legal or professional malpractice insurance, errors and omissions or such other policy of insurance as, in each individual case, be acceptable to the Board of Directors, and / or

c. Failure to timely provide information concerning participation, eligibility, the results of common record keeping requested of all participating or consulting members in an administrative district or otherwise fail to provide non-privileged information requested by the Board of Directors within the time requested, and/or

d. A finding, by any competent tribunal, that said member has engaged in any unethical, illegal or immoral conduct that reflects negatively or embarrasses other members of the Corporation, whether or not such conduct in contrary to criminal law, or

e. Death or incapacity from professional practice that is reasonably expected to prevent the member from returning to practice.

Section 3.1 Certificates of membership.

A.          The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be of such form as may be determined by the Board.

B.          All membership certificates shall remain the property of the Corporation and shall be returned to the Corporation upon termination of membership.

Section 4.1 Allocation of costs of operation of Corporation.

A. All funds received by the Corporation from any source shall be used solely in furtherance of the purposes of the Corporation. The Board of Directors may authorize and / or accept charitable contributions in cash or in kind consistent with the eleemosynary purposes of the Corporation.

B. The Board of Directors shall endeavor to equitably allocate the operating costs of the Corporation among the members as is, in their sole discretion, reasonably consistent with the benefits of membership potentially enjoyed by the members, and may consider the cost, or incremental cost of providing services to members in arriving at said allocation.

C. The Board of Directors is empowered to recognize that the needs of the Corporation may be different in different administrative districts  and therefore, in its sole discretion, may proscribe the activities and / or allocate the costs of operation differently in different administrative districts. The decision of the Board of Directors on this matter shall be final.

D. The Board of Directors may establish such dues and fees structure from time to time, as, in its sole discretion, is reasonable and necessary to accomplish the goals of the Corporation and meet the needs of its members.   Upon termination from membership, either voluntary or involuntary,  any unpaid dues or assessments charged against a member, other than obligations due the Corporation for any goods or services for which the member specifically contracted, shall be forgiven.
 
 

Section 5.1 Meetings

A. There shall be an annual meeting of all members on the first Tuesday in July of each year at the principle office of the corporation beginning at 9:00 a.m., or at such other time and place as the Board of Directors shall direct and as shall be promulgated to the membership.

1. The members present at said annual meeting of all members shall be advised of the status of the Corporation and such other matters as the Board of Directors shall deem pertinent. In addition the membership shall vote on any changes in the bylaws of the corporation enacted by the Board of Directors since the last annual meeting of all members.

a. In order to rescind a deletion, amendment and/or addition to the bylaws of the Corporation enacted by the Board of Directors, the number of votes required shall equal or exceed 75% of those required for a quorum at said meeting.

b. In order to amend the bylaws at such meeting, the member or members proposing said bylaw change shall promulgate the proposed change to all members in writing no less than 20 days before said meeting. The expense of said promulgation shall not be an obligation of the Corporation. To so amend the bylaws of the Corporation, the number of votes requires shall equal or exceed 75% of those required for a quorum at said meeting.

c. For purposes concerning the bylaws of the Corporation and the election of Directors only, any member otherwise entitled to attend and vote at an annual meeting not personally attending an annual meeting shall be deemed to have given his or her proxy to vote on said amendments to the President of the Corporation unless, no less than ten days before any such meeting, said member delivers to the principle office of the Corporation, a signed writing denying said proxy. Said proxies, unless rescinded pursuant hereto, shall be counted in determining the presence of a quorum and in calculating whether or not a sufficient majority of votes has been received for any purpose.

2. A quorum for the annual meeting of members shall be a number equal to 66.7% of participating members who would be eligible to vote at such meeting if they were present.

3. All voting at the annual membership meeting must be in person, by voice vote, unless a written ballot is requested by no less than 25% of those in attendance.

1. Notice of any administrative district meeting of participating members other than above annual meeting shall be communicated to said members in such manner and by such means as the Board of Directors may, from time to time, direct, reasonably calculate to provide no less than 5 days notice.

2. The president of the corporation, or his or her designate, shall preside at said meetings. The proceedings of such meeting shall be memorialized in the minutes of the corporation in such manner and to such degree of specificity as the Board of Directors shall direct.

3. At the annual administrative district meeting of members, each participating member shall be given a paper ballot containing the names of all members of said district. Said ballots shall provide an opportunity for each such member so voting to declare 'confidence or no confidence' in each of the members of the district. Each such ballot shall require the voting member to affix his or her name and signature, but such voting member will not be required to state cause for a vote of 'no confidence' as to any member.

a. The Board of Directors may direct that said ballots be sent by mail or fax to participating members of the district who communicate in advance of said meeting to participating members who indicate in advance they are not available to attend in person. Said ballots shall be returned to the individual who is to preside at said meeting in advance of said meeting. Said ballots shall require the signature of the voting member to be authenticated or witnessed. Failure to timely return said ballot or to return said ballot with any execution irregularities shall be the same as not voting.

b. For any vote of confidence, any member otherwise entitled to attend and vote at a meeting not personally attending or voting shall be deemed to have given his or her proxy to vote on said matter to the President of the Corporation unless, no less than ten days before any such meeting, said member delivers to the principle office of the Corporation, a signed writing denying said proxy. Said proxies, unless rescinded pursuant hereto, shall be counted in determining the presence of a quorum and in calculating whether or not a sufficient majority of votes has been received for any purpose. In the event of a tie, the chairperson of the Board of Directors shall cast an additional vote to break the tie.

c. Any member receiving a majority vote of 'no confidence' shall immediately if present at said meeting, or as soon as reasonably practical thereafter, be advised of said vote and the consequences thereof. Where possible, said notice shall be in writing. Any member, including the member receiving a majority vote of 'no confidence', may call for a revote solely on the issue of the 'no confidence' vote as to any member within thirty days of said vote. Whether or not said revote is conducted at a meeting called for this purpose or is done solely by mail or electronic means shall be at the discretion of the Board of Directors. All participating members of the district shall be notified of the revote and each shall have an opportunity to vote in person, by mail or otherwise. Any member failing to vote on said revote shall be deemed to have given his or her proxy as stated in b. above.  A majority vote of confidence on said revote shall be deemed final until the next annual district meeting.

d. Nothing shall prevent an individual whose membership has been involuntarily terminated on a vote of 'no confidence' from reapplying for membership at any time. Likewise an individual whose membership of any category has been voluntarily or involuntarily terminated for any reason may reapply for membership at any time.

4. On any other matter to come before the participating members at an annual or special district meeting, participation shall be in person or by such electronic or other means as the Board of Directors may, from time to time, authorize.

Section 6.1  Number.

The authorized number of members of the Board of Directors shall be five.

Section 6.2  Qualifications of Members of the Board of Directors.

Members of the Board of Directors shall be considered managing members and may, but need not, be either participating and / or consulting members. Members of the Board of Directors shall have such experience, interest, training or the like so as to add wisdom and insight to the operation of the affairs of the corporation. It is not required that they be licensed, or eligible to be licensed, to practice law.

Section 6.3  Term of Office.

A. Upon organization.

The members of the Board of Directors named in the articles of incorporation as the first Board of Directors shall hold office until the first annual meeting when an election to the Board of Directors shall be held.

B. Terms of office

The Directors elected on at the first annual meeting shall draw lots to determine initial terms in office. One director shall have a 9 year term, one a 7 year term, the next a 5 year term, the next 3 year term and the last a one year term.. Thereafter, the term of office shall be 9 years.

C.  Election

Board members shall be elected at the annual meeting by a majority of members in attendance and proxies, pursuant to Sec. 5.1 A.1.c, of those not in attendance.

Section 6.4  Powers of Board of Directors

A. General Powers.  Except as otherwise provided in the articles of incorporation or by law, the powers of this corporation shall be exercised, its properties controlled and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the Board may, from time to time, by resolution, designate.

1. Only the Board of Directors is authorized to create employment positions with the Corporation in addition to officers as provided for herein, and shall do so as the needs of the Corporation so dictate. The Board of Directors may delegate the designation of the activities together with the terms and conditions of employment, except wages, of any employee to the President of the Corporation as it may see fit.

2. Nothing shall prohibit the employment by the Corporation of an individual who is also a member of the Corporation or serves the Corporation in another capacity.

C. Guidelines.

1. The Board of Directors may make, and from time to time in its sole discretion, amend and publish to the membership such guidelines as may be in the best interest of the Corporation. Nothing shall prohibit variance in these guidelines for different administrative districts, provided that within an administrative district the guidelines are applied to all members of a classification equitably.  Such guidelines shall deal with the consistent use of any logos or other marks of membership and such other matters as promote the consistent and professional presentation of the Corporation to the public, and such other matters as the Board of Directors determines.

2. These guidelines shall be published to the membership of the Corporation by mail, by direct distribution or in such other manner as the Board of Directors shall determine.

3. Activities in contravention of these guidelines, after notice and failure to explain or remedy, may be considered as 'cause' for suspension or termination of membership..

4. Changes in the guidelines shall take place upon publication.

5.  No guideline shall direct or influence any member in the exercise of his or her professional discretion in regards to any client related matter.

A. whenever a vacancy exists on the Board of Directors, whether by expiration of term, death, resignation or otherwise, the vacancy shall be filled by appointment of a new director, nominated by President of the Corporation and approved by a majority vote of the remaining members of the Board. If the power of nomination is not exercised by the President within 10 days of vacancy, then any remaining member of the Board may nominate an individual to fill said vacancy and any person so nominated shall become a member of the Board upon a majority vote of the remaining members of the Board. The individual so nominated shall serve a full term as if replacing a member whose term has expired.

B. Any member of the Board of Directors may be removed, with or without cause, by the vote of two thirds of the members of the Board at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as stated above.

C. Any new member of the Board of Directors who joins the Board of Directors replacing a member whose term has expired shall have his or her membership in the Board of Directors ratified by the membership at the next membership meeting. Ratification shall be deemed to have occurred unless ratification is rejected by the same number of votes required to rescind a deletion, amendment and/or deletion of the bylaws.

Section 6.6  Compensation

No member of the Board of Directors shall receive compensation from the Corporation for service on the board. However, nothing herein shall be construed to prohibit the Corporation from paying or reimbursing Board members for the costs incurred related to their service or providing food, lodging, travel and other amenities incidental to their service.

Section 6.7  Meetings of Board of Directors

A. Regular meetings shall be held quarterly on the first Monday of January, April, July and October at 9:00 a.m., unless such Monday falls on a legal holiday, in which case the meeting shall be held on the next business day or as may be scheduled by the Board of Directors. Notice of such meeting shall be sent by mail or electronic means so as to give each member of the Board no less than 5 days notice before the date of the meeting. However, this notice requirement may be changed by resolution of the Board of Directors.

B. The president may, as he or she deems necessary, and the secretary shall, if so requested in writing by 2 members of the Board of Directors, call a special meeting of the Board. In such event, 7 days written or electronic notice to each member shall be deemed sufficient. In addition, special meetings may be called on lesser notice, either oral or written, either by officers of the Corporation or Board members themselves, provided that a quorum of the Board so gathers and waives notice. In such event, any meetings so conducted shall be deemed in full compliance with these bylaws.

C.  A quorum of the Board of Directors, for either a regular or special meeting shall be a majority of its members entitled to vote on all matters on the day of said meeting. If less than a majority of the Directors is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

D. Nothing prohibits a Board member from waiving notice of individual Board meetings. Nothing shall prohibit a meeting of the Board of Directors where one or more of the directors appears by telephone or other electronic media.

E. Except as may otherwise be provided in these bylaws, or in the Articles of Incorporation of the Corporation, or by law, the act of a majority of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Board of directors.

F. All meetings of both the Board and the membership shall be governed by Robert's Rules of Order, Newly Revised (1990 edition, Scott Forsemann and Co.). Ten days after any meeting, any and all objection to the proceedings at said meeting based on said rules of order shall be deemed waived unless made in writing and received by the secretary of the Corporation.

Section 6.8 Action without Meeting

No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all members of the Board shall individually or collectively consent in writing to such action and such written consent is filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the Board. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and the bylaws authorize the Directors to so act. Such a statement shall be prima facie evidence of such authority.

Section 6.9  Liability of Directors
The Directors of this Corporation shall not be personally liable for its debts, liabilities or other obligations. The Corporation shall indemnify the members of the Board of Directors for any liability they may incur in the good faith execution of their duties hereunder and activities on behalf of the Corporation, including the actual cost of defense and attorneys fees incurred. The Board of Directors may provide for this contingency by obtaining appropriate insurance at the expense of the Corporation.

Section 7.1   Designation of Officers
The officers of the corporation shall be a president also known as the Executive Director, one or more vice presidents (as shall be determined by the Board of Directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries, and one or more assistant treasures as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 7.2  Election, Term of Office and Compensation.
The officers of this corporation shall be elected annually by the Board of Directors at the regular annual meeting of said board. If the election of officers shall not be held at such meeting, such election shall be held as soon as may be convenient. New offices may be created and filled at any meeting of the board. Each officer shall hold office until his or her successor shall have been duly elected and / or appointed and shall have been qualified.

Nothing shall prohibit the Board of Directors from authorizing and annually reviewing compensation, including performance based bonuses, for officers of the Corporation commensurate with the effort of those officers on behalf of the Corporation, their value to the members of the Corporation and the fair market value of the services rendered. Likewise, the Board of Directors can authorize non cash compensation and benefits and review the same annually.

Section 7.3   Qualification of officers.

Officers shall be managing, participation or consulting members of the corporation. Nothing shall prohibit an individual with a contractual relationship with the corporation from also serving as an officer provided the nature of the contractual relationship is made known to the Board of Directors.

Section 7.4 Removal

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the interests of the Corporation would be best served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 7.5 Vacancies.

A vacancy in any office, whether due to death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 7.6 Duties of Officers.

President.

The President shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation. The president:

1. Shall preside at all meetings of members, and if also a member of the Board of Directors, said board.

2. May sign, with the secretary or other officer duly authorized by the Board of Directors, any  bonds, contracts, or other instruments the execution of which has been authorized by the Board of Directors, except in cases where the signing and execution of such instruments has been expressly delegated by the Board of Directors by these bylaws, or to some other officer or agent of the corporation by law, and,

 3. Shall perform all other duties generally incident to the office or president and such other duties as may be prescribed by the Board of Directors.

In the event of the president's incapacity or reasonably anticipated incapacity to act for a period of more than 30 days, and upon 15 days written notice to each member of the Board of Directors, the vice-president shall perform the duties of the president, and, when so action, shall have all the powers of, and be subject to all the restrictions upon, the president. In the event that there is more than one vice president, the vice president longest in continuous office shall preside. Any vice-president shall perform such additional duties as may, from time to time, be assigned to him or her by the president or by the Board of Directors.  If there is no vice-president, this function shall be filled by the secretary.

Section 7.8 Treasurer

If so required by the Board of Directors, the treasurer shall:

1. Give bond for the faithful discharge of the treasurer's duties in such sum and with such surety or sureties as the Board of Directors may deem appropriate. The Board may waive this requirement.

2. Have charge and custody of, and be responsible for, all funds and securities of the corporation.

3. Receive and give receipts for moneys due and payable to the corporation from any source and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be determined by the Board of Directors: and

4. Perform all duties generally incidental to the office of treasurer and such other duties as may from time to time be assigned to the treasurer by the president or the Board of Directors.

The secretary shall:

1. Keep the minutes of meetings of members and of the Board of Directors, in such manner as Board of Directors shall direct.

2. See that all notices are duly given in accordance with these bylaws or as required by law.

3. Be the custodian of the corporate records and of the seal of the Corporation.

4. Keep the membership records containing the names, addresses and such other data as the president or Board of Directors may direct, together with such other membership information as may be necessary and convenient.

5. Exhibit to any director of the Corporation or to any person or agency authorized by law to inspect them, at all reasonable times upon written demand, these bylaws, the articles of incorporation and such other non restricted information as may be required; and

6. File any and all documents and/or reports with the Secretary of State or such other governmental agency as may be required by law or directed by the president or Board of Directors.

Section 8.1     Proxies

Except as provided by Sec. 5.1 A. I. c., no member may give a proxy for any purpose to any other member or any other individual or entity.

Section 8.2       Confidentiality

A. All members shall recognize that they may come into the possession of otherwise confidential business information concerning the practices of the Corporation or of other members, and that they shall hold such information secure from disclosure save for compelled disclosure by judicial process or in compliance with a duty imposed by an applicable Code of Professional Responsibility.

B. In that a membership can be involuntarily terminated by a vote of 'no confidence' by other members of a member's administrative district or by the Board of Directors, members shall not discuss the circumstances of an involuntarily terminated member with non members, except as compelled by proper judicial process or in furtherance of a duty imposed by the Code of Professional Responsibility. Members acknowledge a continuing duty to involuntarily terminated members in this regard and that breach of this duty may be construed as an act of bad faith and/or malice.  Each member grants to every other member conditional privilege to discuss or otherwise communicate with other members of any category on all matters related to the best interest of the Corporation, including the fitness of any individual for membership or continuing membership.  This privilege is conditioned upon such members taking reasonable steps to prevent the content of such communication are not published to non-members.  The burden is upon the individual challenging the communication to establish that it was not made in good faith and subject to this privilege.  So long as members abide by the condition of this privilege of communication, each member waives any claim predicated upon such communication or its consequences.

C. All members agree that information and data collected by the Corporation or others acting on the Corporation's behalf, business and communications information and methods, logotypes, trade names, service marks and other indicia of identity or goodwill, whether or not copyrighted or otherwise protected or protectable is the sole property of the Corporation or those with whom the Corporation may agree for the use of such indicia, and that no member acquires any interest in, or to the continued use of such identity and/or goodwill or its indicia.

D. All financial information, whether pertaining to individual members, groups of members collectively or the Corporation generally, that comes into the possession of the officers and/or Board of Directors shall be considered confidential and shall not be released without specific resolution of the Board or compelling judicial process. This does not apply to information, masked where appropriate to protect the confidentiality of individual members, the dissemination of which is usual and customary in the operation of the Corporation or its financial management. By way of example and not limitation, this includes disclosures by the Corporation for banking, borrowing or investment purposes, and communication in furtherance of the purposes of the Corporation or the like.

E. Members grant to each other and to the officers and members of the Board of Directors the right to discuss, without implications of malice merely by the existence of said discussions, the desirability of any member as part of the Corporation, upon an annual membership meeting, district meeting or otherwise, so long as said discussions are not published to individuals not members of the Corporation.

Section 8.3        Financial considerations

A. The purposes of the Corporation are best met when the Corporation  is financially sound, both in immediate and long range considerations. The necessary accumulation of funds or assets, reasonable to that purpose, shall be within the discretion of the Board of Directors.

B. All funds for the operation of the Corporation must come from members and no funds or other items of substantial value, other than grants in furtherance of the purposes of the Corporation and for which there is not obligation expressed or implied to the Corporation inconsistent with its purpose,  may be accepted from non-members. This shall not prohibit the solicitation or receipt of discounts for goods or services received by the Corporation from non-members negotiated in the ordinary course of business.

Specifically prohibited is:

1.  The receipt by the Corporation of anything of value directly from any individual or entity who maintains an attorney client relationship with any participating member where such receipt is a result of such relationship, except where a consulting member is a client of a participating member and the circumstances of the transfer of anything of value is fully disclosed each to the other and the Corporation.

2.  The receipt of anything of value by the Corporation or any member from anyone, member or not, for influencing the choice of potential clients in the selection of legal counsel other than by the usual and customary means of public communications or otherwise consistent with the Code of Professional Responsibility in effect in the jurisdiction where the communication occurs.

D. Nothing shall require the Corporation to treat all members, or all members of a classification or all Members in an administrative district the same so long as any distinction or differential in treatment is consistent with the best interest of the Corporation. This includes the right to differentiate based on marketing considerations and the income and other demographics of individual zip code or other geographic areas.

E. The good and efficient operation of the Corporation requires that those who provide service to it as vendors, independent contractors, consultants or employees receive adequate compensation. It is recognized that many of the goods and services the Corporation will contract for will be received from those who may also be members of one classification or another. It is essential that these individuals receive fair compensation for the goods and services they supply, and there is no expectation that they will or should supply these goods or services at less than fair value. It is thus not a conflict of interest of a member to supply goods and/or services to the Corporation at fair value, and as to members of the Board of Directors or other managing members, upon disclosure of any interest in any entity to the members of the Board.

F. It is expected that the Board of Directors, from time to time, will contract with communications, advertising and/or marketing professionals for the development of the goodwill of the members and the Corporation and for efficient and effective communication with clients and potential clients of members. To the extent that this involves the development and/or use of logos, trade names, trademarks, service marks and the like, due and proper compensation shall be paid therefore. It is recognized that property rights to such items may, pursuant to contract, remain with the vendor.

Section 8.4        Distribution rights in the event of dissolution

A. In the event of dissolution of the Corporation the assets of the Corporation shall be distribution pursuant to the provisions of sec. 181.51 Wis. Stats., as amended.
 
 

       /s/ Michael A. Loduha

       /s/ Dean Halverson

       /s/ Rose Ann Kuehne

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