MEETING SCHEDULE

Friends of the Kenosha Military Academy Inc exists to serve as a support and recognition organization for the Kenosha Military Academy and its Army JROTC program.

Our mission is to foster a strong network that inspires Cadets to work towards their fullest potential, to build a community of supporters with an active interest in the JROTC program, to promote goodwill within the community, and to raise funds to assist in meeting the needs of the Cadets, Academy & co-curricular activities.

The relationship between the Friends of the Kenosha Military Academy Inc and the program it serves shall be:

• Friends of the Kenosha Military Academy Inc serves only to support the Academy, JROTC programs and Cadets, and at no time should become directly involved with day-to-day school operations and curriculum.

• Friends of the Kenosha Military Academy Inc is not to overstep or interfere with the leadership roles and responsibilities of the Cadets, respecting the authority of student leaders in cadet-ran activities as part of their leadership learning labs.

• Friends of the Kenosha Military Academy Inc shall work to achieve fair distribution of time and monies raised to support the Academy as a whole. Any funds disbursed to the Academy will be given directly to the JROTC Instructor and/or the building principal, or their designees.

• It is the expectation of the Friends of the Kenosha Military Academy Inc that Directors, Officers, Committees, as well as the Cadets and the parents of Cadets, may be solicited for assistance or support but mandatory participation is never a requirement of the program or the Academy.

• Friends of the Kenosha Military Academy Inc, its material and/or activity is not sponsored by KUSD or its personnel.

BYLAWS 

Article I (Name)

1. The name of this organization shall be Friends of the Kenosha Military Academy Inc.

2. The place in this state where the principal office of the Corporation is to be located is in the City of Kenosha, Kenosha County.

3. Friends of the Kenosha Military Academy Inc shall be a 501(c)(3) non-profit, non-stock incorporated organization.

Article II (Purpose)

1. Friends of the Kenosha Military Academy Inc exists to serve as a support organization for the Kenosha Military Academy and its Army JROTC program located at Indian Trail High School and Academy in Kenosha, Wisconsin. Said corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to the Kenosha Military Academy and/or organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its board of directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reimbursements and to make payments and distributions in furtherance of the purposes set forth.

3. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III (Relations)

The relationship between the Friends of the Kenosha Military Academy Inc and the program it serves shall be:

1. Friends of the Kenosha Military Academy Inc serves only to support the Academy, JROTC programs and Cadets, and at no time should become directly involved with day-to-day school operations and curriculum.

2. Friends of the Kenosha Military Academy Inc is not to overstep or interfere with the leadership roles and responsibilities of the Cadets, respecting the authority of student leaders in cadet-ran activities as part of their leadership learning labs.

3. Friends of the Kenosha Military Academy Inc shall work to achieve fair distribution of time and monies raised to support the Academy as a whole. Any funds disbursed to the Academy will be given directly to the JROTC Instructor and/or the building principal, or their designees.

4. JROTC Instructors, building principals, or their designees, will be ex-officio non-voting members acting in an advisory capacity only. Our material and/or activity is not sponsored by KUSD or its personnel.

5. It is the expectation of the Friends of the Kenosha Military Academy Inc that the Board of Directors, Officers, Committees, as well as the Cadets and the parents of Cadets, may be solicited for assistance or support but mandatory participation is never a requirement of the program or the Academy.

Article IV (Membership and Voting)

1. The organization shall not have members.

2. Only the Executive Board will vote on the business decisions; approval requires
   a two-thirds vote.

3. In the event of a tie vote, the President will abstain from voting.

4. Wisconsin state law requires a minimum of 3 directors (Executive Board)

Article V (Executive Board and Officers)

1. The affairs, activities and operation of the organization shall be managed by the Executive Board. The Executive Board shall transact necessary business as governed by these bylaws.

2. It may create Standing and Special Committees, approve the plans and work of standing and special committees, prepare a budget and, in general, conduct the business and activities of the organization.

3. A quorum of the Executive Board for the conduct of business shall consist of at least three (3) officers in attendance.

4. Executive Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.

5. Any action required or permitted to be taken at a meeting of the Executive Board (including amendment of these bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

6. The officers of this organization shall include one President, a Vice President, a Secretary and a Treasurer and such additional officer(s) as may be elected or appointed by the Executive Board from time to time.

7. Officers shall be elected at the annual meeting of the organization by the Executive Board.

8. Officers shall serve a one-year term.

9. The minimum Officer positions that must be filled are President and Secretary.

   1. The President may serve dually as the Treasurer and the Secretary may serve dually as the Vice President. Dual service is only to occur until vacancies can be filled.

   2. A minimum of two Officer signatures shall be required on Treasurer’s Reports; indicating awareness and approval of all checks and disbursements.

10. JROTC Instructors, building principals, or their designees, cannot be Officers of the organization or signatories for the bank account. They are ex-officio non-voting members acting in an advisory capacity only.

11. Officers shall perform the duties prescribed by popular interpretation of the role.

    1. President shall be the principal executive officer of the organization and, subject to the control of the Executive Board shall in general supervise and control all of the activities of the organization. The President shall be a member of the Executive Board and, when present, shall preside at all meetings of the Executive Board. The President shall vote only in the case of a tie in a vote. The President shall select and appoint the chairpersons of all Standing and Special Committees and shall be an ex-officio member of all committees of the organization.

    2. Vice-President shall be a member of the Executive Board and, in the absence of the President, shall perform the duties of the President. The Vice-President shall perform such other duties as are assigned by the President or the Executive Board.

    3. Secretary shall be a member of the Executive Board. The Secretary shall keep the minutes of the proceedings of the Executive Board, shall see that all notices are duly given in accordance with these Bylaws, shall be responsible for the publishing of meeting minutes, shall manage and keep an accurate records and, in general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Executive Board.

    4. Treasurer shall be a member of the Executive Board. The Treasurer is the authorized custodian to have oversight of all funds of the organization in accordance with the organization’s financial policies. The Treasurer will organize, document, and record all financial activities. The Treasurer will be diligent and conscientious in ensuring all funds are received and spent in accordance with the organization’s tax-exempt purpose, bylaws and budget. The financial records belong to the organization and must be available to the other officers upon request.

Article VI (Meetings)

1. Regular meetings of the Friends of the Kenosha Military Academy Inc shall be quarterly on a day agreed upon by the Executive Board.

2. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Friends of the Kenosha Military Academy Inc.

3. A call to order, approval of minutes, financial report, committee updates, and official agenda items shall all constitute the format of the meeting.

4. Official agenda items may be added for discussion by contacting the President with a written or verbal request at least 48 hours prior to the meeting.

5. During meetings, the President shall entertain agenda items for discussion through recognition by raised hand as time permits. A motion must be made and seconded to become an official agenda item.

6. Special meetings may be called as needed by the Executive Board.

7. Quorum – A majority of the Board of Directors shall constitute a quorum to transact business at Friends of the Kenosha Military Academy Inc meetings.

Article VII (Committees)

1. The Executive Board may create specific committees as necessary to promote and implement the needs of the Friends of the Kenosha Military Academy Inc.

2. Chairpersons shall be assigned as needed and will serve until the conclusion of the chaired event or the end of the business year, whichever comes first.

3. Committee chairpersons shall present a detailed report to the Executive Board following the conclusion of the event.

4. All property of the Friends of the Kenosha Military Academy Inc should be itemized and relinquished to the incoming chairperson or a member of the Executive Board.

5. All property of the Kenosha Military Academy or Indian Trail HS and Academy should be itemized and relinquished to the JROTC Instructor or the Cadet leader designee, or the building principal or their designee.

Article VIII (Finances)

1. All checks, drafts, or other orders for the payment of money on behalf of the organization must be recognized by the signature of at least two officers. Treasurer Reports shall bear witness of this requirement.

2. The Treasurer shall ensure that all funds of the organization are timely deposited to the credit of the organization in such banks or other depositories as determined by the Executive Board. All deposits and disbursements shall be documented by a receipt, an invoice, or other written documentation. Sequentially numbered receipts shall be provided, with a copy kept, whenever cash is turned over or collected. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds.

3. If debit or credit cards are established in the name of the organization, a policy approved by the Executive Board shall be developed and used that includes a list of the authorized users, daily/monthly/annual spending limits, and review and oversight provisions. No personal charging on the card by the authorized users shall be allowed.

4. No loans shall be made by the organization to its directors and/or officers.

5. The fiscal year of the organization shall be from July 1 to June 30 but may be changed by resolution of the Executive Board.

6. All records of the organization shall be maintained and destroyed in accordance with law, and standard record retention guidelines.

Article IX (Conflict of Interest)

1. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, or contractor competes or appears to compete with the interests of the organization. If any such conflict of interest arises the interested person shall call it to the attention of the Executive Board for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Executive Board.

Article X (Indemnification)

1. Every member of the Executive Board, and/or officer of the organization may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, and/or officer in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board and/or officer of the organization, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such members of the Board, and/or officer is entitled.

Article XI (Amendments)

1. These Bylaws may be amended at any regular or special meeting of the Executive Board by a majority vote provided that at least thirty (30) days’ notice of the proposed amendments has been made to all directors.

Article XII (Dissolution)

1. In the event of the dissolution of this organization, any assets remaining shall be donated to the JROTC program at Kenosha Military Academy located at Indian Trail High School and Academy as part of the Kenosha Unified School District.

2. If the Kenosha district no longer has a JROTC program, the Board of Directors may select one or more JROTC organizations located in surrounding school districts as recipients.

3. Assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

4. The organization maintains responsibility for filing all final tax returns and appropriate documentation with the State and Federal authorities to officially close the organization and cease all operations.

END OF DOCUMENT

Friends of the Kenosha Military Academy Inc

1248 25th Avenue Kenosha, WI 53140 (by postal mail or by appointment only)

Main Email:

• FriendsoftheKMA@gmail.com

Registered Agent:

• Stacy Vranak

• stacyvranak@gmail.com

Please note: Kenosha's U.S. ARMY JROTC program is hosted at Indian Trail High School & Academy (Kenosha Military Academy) through Kenosha's public school district. Friends of the Kenosha Military Academy Inc is not sponsored by Kenosha Unified School District.