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BY-LAWS FOR WISCONSIN PIRATE COOPERATIVE


These are the By-Laws containing the procedures and organization of the Wisconsin Pirate Cooperative. 

  1. NAME OF ENTITY AND OFFICE

    The name of the cooperative is Wisconsin Pirate Cooperative, and does business under Wisconsin Pirate Party, or WiPP. Though out this document, the cooperative shall be referred to as WiPP. The principle office is located at: 

    The Registered Office and Registered Agent shall be as appointed by the Board of Commodores and shall be registered with the State of Wisconsin as required by Statute.
     

  2. PURPOSES OF ORGANIZATION

    This Cooperative is formed for the following purposes: 

    1. To participate as a political organization under 527 of the Internal Revenue Code and primarily conduct exempt functions under that section; 
    2. To enable shareholders, on a cooperative basis, to pursue the mission as outlined in the WiPP political mission statement; 
    3. To organize and campaign for candidates for the Pirate Party for any and all political positions that the Pirate Party should choose to enter; 
    4. To raise funds in furtherance of the campaigns as entered into by WiPP; 
    5. To democratically develop a party platform for WiPP; and
    6. To adopt and implement ideas and structures advancing direct democracy.
  3. MEMBERSHIP
     
    1. There are an unlimited number of memberships in the cooperative each of which shall contain one share of common stock of the cooperative. A person may only hold one membership in the cooperative.
    2. WiPP shall have a lien on each membership and share of stock in the cooperative in order to secure payment of any sums due from the member. 
    3. All individual persons who pay the dues shall be deemed a member of WiPP. The amount of the dues payment shall be determined by the Board of Commodores and shall be publically available. Dues will be at least paid annually.
    4. Any prospective member must publicly declare their adherence to the mission of WiPP.
    5. Any prospective member must be a US Citizen and Resident of the State of Wisconsin. 
    6. To apply for membership, a person must submit an application and follow the approval process imposed by the Board of Commodores. 
    7. Any member, current or prospective, must disclose other political affiliations or membership in other political groups. Such disclosed information will be kept in the membership record and shall not be publically available.
       
  4. TERMINATION OF MEMBERSHIP
    1. Should a member wish to withdraw from WiPP, then the membership is terminated upon notice to WiPP of the intent to withdraw. 
    2. The Board of Commodores may terminate a membership, after providing Notice to Cure via US Mail with a minimum time to cure of 15 days, for any of the following reasons: 
      1. Non-payment of dues;
      2. Violation of any provision within the cooperative articles of incorporation, by-laws, or any contractual agreement between the member and the cooperative;
      3. When the Board exercises its ability to terminate a membership following notice, then the Board must provide a 75% vote in favor of the removal. At least 2 days before any termination vote is taken, the member being terminated must have the option to speak to the Board to argue in the member’s favor; after such presentation by member being terminated, the Board may have time to privately discuss the matter.
        1. The outcome of any such vote must be provided by the member to be terminated via written notice. If the Board does terminate the membership, the writing must include the effective termination date
  5. MEETINGS OF THE MEMBERSHIP
    1. Annual Meeting: After the initial membership meeting of WiPP, the membership shall hold an annual meeting during the third quarter of the calendar year. At that annual meeting, the Members shall elect any Officers or Board members whose terms have expired, determine any candidates for the upcoming election cycle, and set any political platform to be associated with WiPP for the election cycle. Also, the amount which shall constitute dues payments shall be set at this meeting. The Members may consider any other business at an annual meeting.
    2. General Meetings: The membership shall hold regularly scheduled meetings at least quarterly. The Board of Commodores and Officers shall be present. The Board shall have authority to cancel a general meeting with notification to the Members, the authority to re-schedule the meeting is also granted as long as the Members have notice. Notice of a canceled or re-scheduled meeting shall be given via writing or Member e-mail list to all Members at least 14 days prior to the re-scheduled or canceled meeting.
    3. Quorum: 5% of the voting membership, present physically, via teleconference, or other live communication at a scheduled or properly announced meeting shall constitute a quorum.
       
  6. VOTING
    1. Voting for Commodores to sit on the Board of Commodores shall be done via preference voting with the following procedure:
      1. All available seats shall be voted for at the same time. There are no separate votes for each seat.
      2. All candidates shall be placed in order of preference on each Member ballot which each candidate be given 1 spot in the order.
      3. Points shall be tallied for each candidate depending on which preference spot they appear on each Member’s ballot.
        1. The number of points for preference spot will be based on the number of candidates.
        2. The first preference spot shall be awarded 1 fewer points than the total number of candidates, but this spot shall not be awarded less than 2 points.
        3. The second preference spot shall be awarded 2 fewer points than the total number of candidates., but not less than 1 points.
        4. The third preference spot shall be awarded 3 fewer points than the total number of candidates, but not less than 0.5.
        5. The fourth preference spot shall be awarded 5 fewer points than the total number of candidates.
          1. All subsequent preference spots shall not be awarded any points.
      4. The candidates with the most points shall be elected to the Commodore’s position. The first seat shall go to the candidate with the most points, the second seat shall go to the candidate with the second most points, and so on in the same fashion.
    2. Voting for Officers shall be done pursuant to the same voting scheme as set for the Board of Commodores with the following adjustments:
      1. Each Officer position shall be elected separately;
      2. The candidate with the most points shall be the candidate elected to that Officer position.
        1. In the event that two or more candidates receive the same number of points in an election resulting in a tie, then the tied candidates will play bar dice (ship, captain,crew) to resolve the tie where the first person out wins the election.
           
  7. BOARD OF COMMODORES
    1. Name: Directors and the Board of Directors shall be known as Commodores and the Board of Commodores within this document, and within the WiPP.
    2. Legal, financial, and property use decisions shall be made by the Board of Commodores with each Commodore having one vote.
    3. A decision shall be made when 60% of the Commodores agree.
    4. There shall be at least 3 Commodores. Each Commodore shall be assigned a particular seat upon election.
    5. Commodores shall have 2 year terms.
    6. Any Commodore must be a member of WiPP and must disavow any other political party affiliation.
    7. Elections: Commodores shall be elected as a Clean Board, where all 5 seats are elected, when the Board is first established, if 75% of Members vote in favor of electing a Clean Board at the Annual Meeting, or when any Commodore is terminated from office. For all other elections, either 3 or 2 Commodores will be elected in that year with one year electing 3 and the subsequent year electing 2. Following any Clean Board elections, 3 seats will be elected the following year and the other 2 being elected in the subsequent years. 
    8. Termination: Commodores can be terminated for violating principles of WiPP or for violating any fiduciary duty to WiPP. Commodores being terminated for the aforementioned reason shall be provided written notice of the potential termination and shall be afforded an opportunity to speak in their defense, all Members must be notified of the termination via written or e-mail. The Members shall vote on the termination at the next General Meeting, but at least 15 days must pass between the notice to the Commodore and the vote. The Commodore will be terminated if there is a 80% vote in favor of termination by at the General Meeting. A Commodore terminated in such a method shall be disallowed to be re-elected for any position in WiPP. All Commodores are terminated immediately should a Clean Board be required; Commadores so terminated may run for re-election.
    9. Resignation Commodores may tender resignation at any time.That resignation is effective within 60 days of its tender or until the Commodore is replaced.
    10. Vacancies: Should any Commodore seat be vacant, or the resignation of an Commodore be tendered, the Board may appoint another interim Commodore. The appointment is only until the next election is held. The appointed Commodore must be otherwise eligible to hold the seat. 
    11. District Commodores: Should WiPP contain any Districts that oversee elections within the region or based upon political divisions, then each District shall have one Commodore on the Board. These Commodores are to be determined at the District level from within the District, and done so within the same procedures as the other Commodores. 
    12. Demographic Commodores: The Board of Commodores may decide to open up additional Commodore seats for representatives from the various demographics that compose WiPP. If such as seat is created, then they may be filled by appointment by the Board. At no time may any Demographic Commodor seat cause the number of seats on the Board of Commodores to equal an even number.
       
  8. OFFICERS
    1. Officers are charged with carrying out the day-to-day operations necessary for WiPP, organizing Annual and General Meetings, and any additional tasks assigned to the Officers by the Board of Commodores.
    2. The Officers are: The Captain, the First Mate, the Quartermaster, and the Steward.
      1. The Captain shall be the chief executive officer of WiPP and shall have authority and duties similar to that same position in other Wisconsin political organizations or any other powers and duties as the Board may direct.
      2. The First Mate shall serve in the absence or disability of the Captain and shall perform other such duties as the Board may direct.
      3. The Quartermaster is responsible for all WiPP funds and accounting for those funds.
      4. The Steward is responsible for recording the minutes of each Annual, General, and Board meeting. The Steward is also responsible for maintaining membership books and other WiPP records as the Board directs.
    3. Resignation: Officers may tender resignation at any time. An Officer is charged with fulfilling the duties of the position until such time as a replacement is found. 
    4. Vacancy: The Board of Commodores may appoint any member of WiPP to be interim Officer until the subsequent elections are held. 
    5. Termination: Officers shall be terminated by vote of 66% of Commodores present at any Board meeting as long as the Commodores, present written notice to the Officer being terminated at least 15 days before the meeting where the vote to terminate the Officer occurs. The Officers may be terminated for any or no reason.
       
  9. PERIODIC APPORTIONMENT OF PROCEEDS
    1. The Board of Commodores shall annually direct apportionment of proceeds consistent with the requirements of Wisconsin Statues 185.45 (2016), or any subsequent amendment to such law.
    2. A remainder of any excess funds received by WiPP shall be held in reserve and not distributed to the members. In the event that such reserve becomes unreasonably large, then further amounts will be distributed to the members.
    3. The calculation for such proceeds will only occur annually after the last election in which WiPP has a candidate for some office.
    4. The funds available to hold in reserve will be those in excess of the exempt expenditures for that period.
    5. Net proceeds may be credited to against losses in the previous years. Such apportionment to losses in the previous years shall be applied equally over the last three years in which a loss was incurred. If there are less than three years with losses, then the apportionment will be equally distributed among the number of remaining loss years.
       
  10. EXPENDITURES AND CONFLICTS OF INTEREST
    1. Any expenditure or reimbursement from the funds held by WiPP must be authorized by the Board of Commodores in in excess of 10% of the annual revenue. Any other expenditures can be authorized by two Commodores or Officers following procedures herein.
    2. For funds authorized by two Commodores or Officers, then one of those persons must be the Quartermaster. There must be a written memorialization of the authorization.
    3. In the event that any Commodore or Officer, other than the Quartermaster, would be authorizing funds or an expenditure to go to any person or entity that is controlled by, associated with, or personally benefits said Commodore or Officer, then that Commodore or Officer is deemed to have a conflict of interest.
    4. If an Commodore or Officer has a conflict of interest, then an Commodore or Officer may not authorize funds or be a second authorizing person to be paid in that situation.
    5. In the event that the Board of Commodores is authorizing an expenditure, and one or more of the Commodore has a conflict of interest, then those Commodores must disclose the conflict and the nature of the underlying interest. The non-conflicting Commodore may remove the conflicting Commodores from the vote for authorization if 75% of all Commodore vote in favor of so restricting.
       
  11. AMENDMENTS
    1. Amendments to these By-Laws may be made after the following procedure: 
      1. A proposed amendment is submitted to the Board of Commodores. This must be done to each Commodore and done at least 30-Days before the meeting wherein they vote on the proposed amendment.
      2. The Board of Commodores may make alterations of the proposed amendment to change the grammar and formatting, but not sentiment or content of the proposed amendment. The Board will approve the amendment if there is unanimous vote in favor of the amendment. Approval creates an approved amendment. 
      3. The approved amendment must be published on the WiPP website, and in any other viewable location that all members have regular access to at least 40-days before the Annual Meeting.
      4. A quorum for Amendment purposes is 50% of all active members. If a quorum of members is present, either in person or telephonically, and 75% of the votes by the members are in favor of the approved amendment, then the amendment passes and becomes incorporated into this document. 
    2. Amendments must clearly state which, if any, language of this document is to be removed and where the new language is added within this document.
       
  12. NOTICE
    1. If sent with a receipt confirmation, then notice is only effective upon a positive confirmation of receipt.
    2. Unless otherwise stated, any notice that is required by these By-laws must be mailed first-class services by the US Postal Service, save where required by law otherwise.
    3. E-mail notice is acceptable if it is sent with a receipt confirmation or if it sent to an e-mail address clearly designated as acceptable to receive notice that is posts on the website.
       
  13. DISSOLUTION
    1. Following a dissolution proposal by the Board of Commodores with ratification by 60% of current members or, following an order terminating or dissolving WiPP by a court or administrative decision, the following dissolutions steps shall be taken. 
    2. Any funds collected for an exempt purpose under 527(c)(3) of the Internal Revenue Code, shall be stored in a newly formed bank account upon dissolution. Such funds will be distributed to candidates to use the money for the exempt purpose insofar as there is a reasonable anticipation of the use of such funds for an exempt purpose.
      1. Should there be no reasonable anticipation of a need for future exempt funds, then the funds shall be distributed among the membership in equal portion and be taxed accordingly.
    3. No exempt funds shall be generally distributed among the membership. 
    4. Any funds in excess of those necessary for the exempt purposes shall be distributed equally among the membership. Likewise, any funds which are taxable shall be distributed equally. 
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