BY-LAWS OF

BARRON COUNTY RESTORATIVE JUSTICE

PROGRAMS, INC.

The By-laws of Barron County Restorative Justice Programs, Inc. shall provide for the operations of the Board of Directors of the Corporation. The By-laws shall be consistent with the mission and philosophy of Barron County Restorative Justice Programs, Inc.

ARTICLE I – NAME

Section 1. The name of this organization will be Barron County Restorative Justice Programs, Inc.

ARTICLE II – LOCATION OF CORPORATION

Section 1. The principle location of Barron County Restorative Justice Programs, Inc. shall be 2850 College Dr., Rice Lake, WI.

ARTICLE III – EXISTENCE

Section 1. The period of existence for the Barron County Restorative Justice Programs, Inc. is perpetual.

ARTICLE IV - PURPOSE

Section 1. The purpose of the Barron County Restorative Justice Programs, Inc. is to provide inspiration, leadership and information sharing in the development and support of various models of justice which create opportunities for dialogue between victims, offenders and their communities for the purpose of healing and restoration.

ARTICLE V – LEGAL STATUS

Section 1. Barron County Restorative Justice Programs, Inc. shall be a non-profit association and without capital stock. Said Corporation shall be non-political and shall not be a lobbying organization. It shall not promote the candidacy of any person seeking public office.

ARTICLE VI – MEMBERSHIP

Section 1. The membership of the Barron County Restorative Justice Programs, Inc. shall be persons in Barron County who demonstrate an interest in the purpose of the Corporation.

Section 2. The classes of members may include “voting members,” “sustaining members” and “Ex Officio members”.

A. Voting members shall include the Board of Directors.

B. Sustaining members shall include all other persons who demonstrate an interest, whether by contributions, participation, or volunteer services.

C. Ex Officio members shall include non-voting members from any of the following groups appointed by the Board of Directors as needed to provide guidance to the organization, including but not limited to:

1. Circuit Court

2. District Attorney’s Office

3. Department of Corrections

4. Department of Human Services

5. Law Enforcement

6. School Districts

7. Barron County Board of Supervisors

Section 3. Annual meetings of the members shall be at the time and place set forth in the By-laws.

ARTICLE VII – BOARD OF DIRECTORS/OFFICERS

Section 1. Management of the affairs of the Barron County Restorative Justice Programs, Inc. shall be vested in the Board of Directors and shall consist of not less than nine (9) members nor more than fifteen (15) members. The Board of Directors shall be elected by voting members. (See Article VI, Section 2A. for definition of voting members).

Section 2. Members of the Board shall include individuals who are representative of the economic, social, professional and cultural spectrum of the Barron County area. Barron County Restorative Justice Programs, Inc. does not discriminate for reasons of age, sex, religion, or origin.

Section 3. Any Board member may be removed by a 2/3 vote of a quorum of the Board at any regular meeting. (See Article XII for definition of quorum).

Section 4. No person shall be eligible to serve more than three (3) consecutive full three-year terms as a Director of the Corporation: provided that a person who is President in the second or third year of his/her third consecutive full term on the Board may be re-elected for one additional consecutive full term as a Director, and provided that a person who is first elected to complete a partial term as Director may thereafter serve three (3) consecutive full terms as Director. A person who is ineligible to be a Director under this By-law may nevertheless serve on committees of the Board if nominated and approved.

Section 5. The Board of Directors shall elect from the members a president, a vice-president, a secretary, and a treasurer.

Section 6. The Board may provide for the appointment of such additional officers as may seem advisable.

Section 7. Any director shall vacate his/her post as Director by failing in any twelve (12) months between annual meetings to attend at least three (3) Director’s meetings or a combination of five (5) meetings of the Directors and committees of which he/she is a member. The Board of Directors, by resolution may excuse non-attendance and prevent the vacancy from occurring.

ARTICLE VIII – ELECTION

Section 1. The members of the Board shall be elected on the following basis. At the first election one-third of the total Board membership shall be elected for one year. One-third shall be elected for two years and one-third shall be elected for three years. Thereafter, at each annual meeting new Directors to fill the vacancies of retiring members shall be elected for a three year term.

Section 2. At the annual meeting of the Corporation, a slate of names for election to the Board shall be presented by the Nominating Committee. This shall not preclude further nominations from the floor.

Section 3. Following the annual meeting of the Corporation at which the new Board members are elected the President shall call a meeting of the Board for the purpose of voting for officers, either immediately following adjournment of the annual meeting or within ten (10) days following the annual meeting.

Section 4. Officers and members of the Board shall hold office until their successors are installed.

Section 5. The out-going President shall install the new Board members prior to the adjournment of the meeting at which they are elected.

Section 6. It shall require a majority of votes of the voting members present at the annual meeting to elect a member to the Board, and it shall require a majority of the votes of a quorum of the Board of Directors to elect an officer. (See Article VI, Section 2A. for definition of voting members). It shall not require the calling of an annual meeting to elect the first Board of Directors, since the incorporators of the Corporation and any others they may choose shall comprise the fist Board of Directors.

Section 7. The Board of Directors shall have the power to fill vacancies occurring in its own membership between annual meetings, and it shall have the power to fill vacancies of officers.

ARTICLE IX – DUTIES OF OFFICERS

Section 1. President – The President shall preside at all meetings of the Corporation and of the Board of Directors. He/She shall appoint the chair of all standing committees with the approval of the Board, and shall establish whatever committees may be required from time to time to accomplish the work of the Corporation, and shall appoint the chair of each such committee. He/She shall be one of the signers of all contracts and agreements approved by the Board of Directors.

Section 2. Vice-President – The Vice-President shall perform the duties of the President in his/her absence or if a vacancy in that office occurs. He/She shall undertake such other responsibilities as the President may assign.

Section 3. Secretary – The Secretary shall be custodian of the records and documents of the Corporation and shall maintain a record of the proceedings of all meetings of the Board of Directors of the membership.

Section 4. Treasurer – The Treasurer shall receive all revenues of the Corporation and shall be responsible for the maintenance of a complete and accurate financial account, shall make regular reports to the Board of Directors, shall submit an annual audited statement for inclusion in the annual report, and shall submit all financial reports required or requested by the President. The treasurer shall serve as the Chair of the Finance Committee.

Section 5. At the expiration or termination of an officer or member of the Board, he/she shall turn over to his/her successor all money, property, papers, records and books of the Corporation that may be in his/her possession.

Section 6. At least one other officer in addition to the President shall sign all contracts and agreements approved by the Board of Directors.

ARTICLE X – COMMITTEES

Section 1. Standing Committees – The Executive Committee, Finance Committee, and By-laws Committee shall be the standing committees of the Barron County Restorative Justice Programs, Inc.

A. Executive Committee – The Executive Committee shall be made up of the officers of the Board of Directors. The President of the Board shall serve as the chair of the committee. The Executive Director of the Barron County Restorative Justice Programs, Inc. shall serve as a resource to the Executive Committee. The duties of the Executive Committee shall be, but are not limited to, the following:

1. Be empowered to act on behalf of the Board of Directors between regular meetings as required

2. Provide direction for the office, personnel, and staffing decisions

3. Approve and sign contracts with other agencies and organizations

4. Review all sustaining grants to insure that they are consistent with the mission and purposes of Barron County Restorative Justice Programs, Inc.

5. Receive information relating to special projects, solicitations, and fundraising activities

6. Direct development and implementation of policy and procedures for effective operation of Barron County Restorative Justice Programs, Inc.

B. Finance Committee – the Finance Committee shall be appointed by the President of the Board of Directors within 90 days of the annual meeting of the Barron County Restorative Justice Programs, Inc. The Treasurer shall serve as the chair of that committee. The finance chair may solicit volunteers from the membership at large of the Barron County Restorative Justice Programs, Inc. Decisions of the Finance Committee shall be brought to the Executive Committee for review and recommendation to the Board of Directors. Approval of recommendations shall be by majority vote of the quorum of the Board of Directors. The Finance Committee shall:

1. Develop budgets

2. Provide oversight for the accounting for the Corporation’s accounts

3. Provide annual accounting of the Corporation

4. Provide audit of the Corporation at least annually

5. Prepare grant solicitations

6. Make arrangements to provide appropriate insurance coverage for the Board of Directors, staff and volunteers of Barron County Restorative Justice Programs, Inc.

C. By-laws Committee – The By-laws Committee shall be appointed the President of the Board of Directors within 90 days of the annual meeting of the Barron County Restorative Justice Programs, Inc. The duties of the By-laws Committee are, but are not limited to, the following:

1. Review the By-laws of the Barron County Restorative Justice Programs, Inc. at least annually

2. Make recommendations for any changes to the Board of Directors at the December Board meeting for approval by the Board at the January Board meeting

Section 2. An Ad Hoc Nominating Committee shall be appointed by the President of the Board 60 days prior to scheduled elections. The duties of the Nominating Committee shall be to recruit candidates to appear on the ballot for election to the Board of Directors and submit their names to the membership.

Section 3. Other committees may be established as needed by majority vote of a quorum of the Board of Directors with assigned duties and tasks as is required to conduct the business of the Corporation.

Section 4. All committees shall report to the Executive Committee.

ARTICLE XI – MEETINGS

Section 1. There shall be a regular annual meeting of the membership of the Corporation during the first week of March, and such other public meetings as may be desired for any purpose.

Section 2. Regular meetings of the Board of Directors shall be held at least quarterly. Special meetings of the Board of Directors may be called by the President when deemed necessary, or by written request of at least five members of the Board.

Section 3. Meetings of the committees shall be called by the chairperson of each committee as frequently as deemed necessary to accomplish the work of the committee.

ARTICLE XII – QUORUM

Section 1. A majority of the membership of the Board of Directors shall constitute a quorum.

Section 2. A majority of the members of any committee shall constitute a quorum.

ARTICLE XIII – INDEMNIFICATION

Section 1. This Corporation shall indemnify any officer, director, employee or agent of the Corporation against expenses, attorney’s fees, judgments, fines, and settlement amounts actually and reasonably incurred by reason of the fact that he or she is or was an officer, director, employee or agent of the Corporation, and in connection with any claim, action, pursuit of proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Corporation, to the full extent permitted by law, including, but not limited to, the extent provided by Section 181.045 Wisconsin Statutes.

ARTICLE XIV – RULES OF ORDER

Section 1. Robert’s Rules of Order Revised shall govern this Corporation in all cases where they are applicable and in which they do not conflict with these By-laws.

ARTICLE XV – AMENDMENTS TO BY-LAWS

Section 1. These By-laws may be altered, amended or repealed by the affirmative vote of the majority of a quorum of the Board of Directors at any regular or special meeting thereof, provided notice of the proposed amendment is given at least ten (10) days in advance of the meeting.

Dated this 3rd day of January, 2001

Angela L. Holmstrom - President

Dated this 3rd day of January, 2001

Mike O’Keefe - Secretary