ARTICLE I. NAME and LOCATION
Section 1. Name: The name of this organization is the Wisconsin Council on Tourism (the “Council”).
Section 2. Location: The principal office of the Council shall be at the main office of the State of Wisconsin Department of Tourism (the “Department”), presently located at 201 W. Washington Ave, Madison, Wi 53703. The Council may meet at other locations within the State as the Council may determine.
ARTICLE II. POWERS and PURPOSES
Section 1. Generally: The Council is created, authorized and governed by Wisconsin Statute sections 15.447 and 41.12. See also Wis. Stats. secs. 15.03 (pertaining to councils attached to departments), 15.09 (2) - (8) (pertaining to selection of council officers, location and frequency of council meetings, council meeting quorums, council powers and duties, council reports and the taking of the official oath by council members) and Wisconsin Administrative Code section on Tourism at ch. 1 pertaining to the Joint Effort Marketing Committee (the “JEM Committee”) providing at subsection Tour 1.02(4) that the Council shall select the JEM Committee “to review the joint effort marketing applications” as that process is described more fully in that chapter of the Code. These Statutory and Administrative Code provisions as they relate to the Council are incorporated here by reference into these Bylaws as if fully set forth herein and supersede and control with respect to any inconsistent provision of these Bylaws. Council members should also familiarize themselves generally with the provisions of chapter 41 of the Wisconsin Statutes governing the Department to which the Council is attached as described in the statutes cited above in this subsection of the Bylaws.
Section 2. Statutory Purposes: As described in Wis. Stat. sec. 41.12, the Council’s primary mission is to advise the Secretary of the Department on matters related to tourism.
Section 3. Additional Purposes: The Council may choose to also generally assist and support the Department’s efforts to build a stronger tourism industry, including in the following specific respects:
- Advise the Department on strategic planning;
- Assist the Department with developing and supporting of future leaders of the Wisconsin tourism industry;
- Assist the Department in better engaging with tourism stakeholders in the state and providing greater transparency to those stakeholders;
- Assist the Department in better addressing and promoting diversity, equity, and inclusion in all aspects of its tourism work;
- Assist the Department in better connecting its strategic initiatives, including sports, meetings and conventions, arts and culture, international market development, and outdoor recreation; and
- Collaboratively foster appreciation and sensitivity for cultural and natural resources.
ARTICLE III. MEMBERSHIP
Section 1. Membership: The Council shall consist of those persons lawfully appointed in accordance with the statutes of the State of Wisconsin. Currently, Wis. Stat 15.447 (1) specifies that the Council shall consist of 21 members; 14 of those members are to be selected by the Governor to serve 3-year terms (per the process and with the backgrounds described in the statute), and the other 7 members--referred to in the statute as “ex officio” members-- shall consist of one member of the majority political party in each house of the state legislature, one member of the minority political party in each house of the state legislature, the executive secretary of the arts board, the director of the historical society, and the Secretary of the Department.
Section 2. Terms: The 14 members selected by the Governor ordinarily shall serve 3-year terms commencing from the date of each member’s official appointment; provided, however, when a member resigns or otherwise terminates their position prior to the expiration of their 3-year term, any person appointed to complete the term would serve for the balance of the term before being eligible for subsequent terms. If one of these 14 members wishes to be re-appointed for one or more additional terms, she or he must re-apply for re-appointment by the Governor. If a term of a member appointed by the Governor expires and the Governor has not yet then selected a replacement, that member may continue—should the member wish to continue, at her or his discretion— to serve as a regular voting member until such time as the Governor appoints the replacement.
Section 3. Committees: Council members are encouraged to serve on at least one committee, (any standing and/or ad hoc committees of the Council). The Council has two permanent committees designated by State Statute or the Administrative Code: the Marketing Committee and the JEM Committee. Specific provisions pertaining to those two committees are set forth below in Article VII. For any other committees formed by the Council, the Council officers shall work collaboratively with the Department Secretary to form well rounded committees from among those members including members of the public willing and best qualified to serve on them and shall select the chairpersons of those committees.
Section 4. Attendance at Meetings: All Council members are expected to attend all Council meetings and meetings of committees to which they are assigned.
- Absences may be excused at the discretion of the Chairperson within ten (10) days after the meeting of a written explanation of the absence.
- For the purpose of this subsection, attendance in person or telephonically for less than fifty percent (50%) of the working session of any duly called meeting of the Council shall not be considered to constitute attendance.
- A member should endeavor to attend in person those Council meetings and Council-sponsored events held in the general area of the state where they reside and/or work.
Section 5. Compensation: Council members shall not be entitled to compensation for their services, but shall be entitled to reimbursement for actual and necessary expenses incurred in the performance of duties as members.
The Department will reimburse for parking and mileage at the current state rate. Lodging and meals will be provided at outstate meetings, or reimbursed, if necessary, and at the Governor’s Conference, again subject to state approved rates.
Reimbursement in the case of an ex officio member who is an elective or appointive officer or employee of the state ordinarily should be reimbursed by the agency which normally pays her or his travel expenses.
ARTICLE IV. OFFICERS
Section 1. Officers
Consistent with Wis. Stats. sec. 15.09 (2), the officers of the Council shall be a Chairperson, Vice Chairperson, and Secretary, and shall be elected by the Council at the first meeting of the Council each calendar year for one year terms that continue until a successor has been elected. Officers may be elected to serve multiple consecutive terms. If both the Chairperson and Vice Chairperson are unable to fulfill their terms, the Secretary of the Department shall appoint an acting Chairperson to be confirmed or replaced by the full Council at its next meeting. Members are eligible to be nominated and elected as officers even if they are not present or participating at the meeting where the election is conducted, provided however, that any such member shall have at any time prior to the vote for the officer position for which they were nominated have conveyed in writing to the Chairperson or full Council their willingness to serve if elected.
Officers shall only be elected at an open meeting, where members may attend, participate and vote, either in person or by telephone. Election of officers may, at the discretion of the Chairperson, occur either by written secret ballot, open public ballot or by voice vote. Votes for appointments to committees may not be by secret ballots.
Section 2. Duties of the Chairperson
- The Chairperson shall be responsible for:
- Implementing the Councils’ policies and executing its decisions;
- Presiding over meetings of the Council;
- Orienting new members of the Council and helping to ensure their success on the Council; and
- Reviewing the minutes prepared by the Secretary to work out any questions as to form or content before their submission to the Council for formal approval.
- The Chairperson should consult with the Secretary of the Department or her or his designee on agenda items prior to the meeting.
- The Chairperson may serve as a voting member of all committees, except where a conflict of interest applies.
- The Chairperson, or their delegate, shall serve as the Chief spokesperson for the Council.
- Appoint the chairpersons for all Council committees, including the JEM committee.
Section 3. Duties of the Vice Chairperson
In the absence of the Chairperson or in the event of their inability or other failure to act, the Vice Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all restrictions of the office.
Section 4. Duties of the Council Secretary
The Council Secretary is charged with:
- Calling the role during meetings of the Wisconsin Council on Tourism
- Collecting committee reports prior to the meetings of the council, distributing reports to council as well as approving and signing the council meeting minutes.
- Overseeing elections of the Wisconsin Council on Tourism
Section 5. Nominations
Any member of the Council (regular or ex officio) may make nominations for Chairperson, Vice Chair, and Council Secretary. Nominations may be made in writing in advance of the election (sent to the full Council with a copy to the Department’s Deputy Secretary) or at the election meeting by any participating member.
Section 6. Election
- The officers shall be elected at a duly convened meeting at which a quorum is met.
- Elections of officers will occur at the first meeting of the calendar year.
- All Council members are eligible to vote for officers, including ex officio members.
- The manner of voting shall be conducted as specified above in this Article at section 1 herein at Article IV, section 1, and Article V, section d.
- Either the Council Secretary or a Department staff person will count the votes and announce the results by saying the number of votes cast for each candidate.
- The candidate with the majority of votes will be declared the winner.
- In the event of a tie, voting will continue until a winner emerges.
Section 7. Removal of Officers
Any officer of the Council may be removed from their capacity as officer by a vote (written ballot) of two-thirds (2/3) of the total members of the Council at a duly convened meeting of the Council.
ARTICLE V. MEETINGS
Section 1. Regular Meetings
- Regular meetings of the Council shall be held at least one time during the Department’s fiscal year, although more than one meeting may be preferable.
- Meetings of the Council shall be held at such locations within the State of Wisconsin as aligns with the business of the Department.
- All meetings of the Council shall be open to the public with proper notices except for any portions of a meeting when it is determined by the Council to be appropriate to go into closed session temporarily consistent with Wis. Stat. 19.85 (1) for discussions and action on certain competitive or bargaining reasons or as required to ensure the competitiveness of the Department’s marketing campaigns.
- Members may participate in meetings using available technology, provided the off-site member(s) can be audibly heard by the other participating members and can audibly hear those members. If voting for officers by phone or audible digital interface, the Council member forfeits their right to a secret ballot and must say their vote aloud or abstain. Should the requirements stated here or elsewhere constitute a challenge to persons with disabilities, the Council will make best efforts to accommodate those individuals.
- Written notice of all meetings shall be given to all members at least twenty-four (24) hours previously thereto.
- The members present at a duly called meeting at which a quorum is present may continue to do business until adjournment.
- The Council shall act only by a vote of a majority of members present at a duly convened meeting of the Board.
Section 2. Quorum
- A quorum shall consist of a majority of the members, meaning the authorized number of member positions and not the number of positions which are currently occupied (66 WI Atty. Gen. Op 192). With 21 seats on the Council, a quorum is 11, whether all seats are filled or not. 50% of the members is not a quorum. The same rules apply to committee meetings.
- With the prior approval of the Chairperson and acquiescence of a majority of the members present, a member may participate in a meeting by telephone or audible digital interface and shall be deemed to be present.
- In the absence of a quorum, any meeting may be adjourned by a vote of the majority of the members present, but no other business may be transacted.
ARTICLE VI. ADDITIONAL VOTING RULES
Section 1. Except as otherwise specifically qualified by statute or in these Bylaws, each Council member is entitled to one vote on all matters. No member of the Council may assign, grant a proxy, or in any way delegate their vote to any other person.
Section 2. All voting shall be held at the duly convened meetings of the Council and no vote shall be valid which is made other than at a duly convened meeting of the Council.
Section 3. Voting for officers is done by secret ballot (or by voice if attending by phone). All other voting is done by voice or open written ballots; no secret ballots.
Wis. Stat. 15.09(4) provides that “a majority of a quorum may act in any matter within the jurisdiction of the council”. Thus a majority of the quorum in attendance is needed to take any official action.
If the outcome of a vote is unclear by voice vote, the chair may ask for a roll call.
ARTICLE VII. COMMITTEES
Section 1. Marketing Committee—Appointment and Membership: Per Wis. Stat. sec. 41.12 (1), the marketing committee of the Council shall consist of five (5) members of the Council selected by a vote of the Council from among the members, other than ex officio members, of the Council. To clarify, ex officio members may vote for members of the Marketing Committee, but may not serve on the marketing committee themselves.
Section 2. Marketing Committee—Duties: The Marketing Committee shall assist the secretary in formulating a marketing strategy for the State. The committee serves as a sounding board for the Department’s brand and marketing campaigns. The committee’s considerations should include, but are not limited to, geographic and demographic impact, international market development, product offerings, arts and culture, and business to business market outreach, sports, meetings and conventions, and outdoor recreation.
Section 3. Joint Effort Marketing (JEM) Committee—As specified in the Wisconsin Administrative Code at Tour 1.02 (4), this committee shall be appointed by vote of the Council. All members of the Council are eligible to vote for membership of the JEM Committee.
The Administrative Code does not set a specific number for how many members may be appointed to the JEM Committee, but the JEM grant application review process is such that there needs to be sufficient members on this committee to keep functioning on the time-sensitive review process even if one or several members on the committee recuse themselves when appropriate in a particular grant cycle and still have enough members for a quorum. So, these Bylaws specify a target of having 5-7 members of on the JEM Committee, ideally to be drawn from as many different sections of the state as possible and as many different types of background areas in the tourism industry as possible.
Section 4. Conflicts--Generally: The Council is a “governmental body” and its members are “public officials” as those terms are used in chapter 19 of the Statutes governing ethical issues, including conflict-of-interest questions. Council members are expected to familiarize themselves with those statutory provisions as well as guidance from the Wisconsin Ethics Commission (see e.g. ETH-1232), and abide by them generally. The Council may choose to provide additional guidance outside these Bylaws to its members on this subject, particularly to those members of the JEM committee given their role in providing recommendations to the Department about grant applications.
ARTICLE VIII. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Council may adopt.
ARTICLE IX. AMENDMENT OF BYLAWS
These Bylaws may be amended at any regular meeting of the Council where there is a quorum by a two-thirds (2/3) vote of members present at the meeting, provided that the proposed amendment has been submitted in writing to each Board member at least ten (10) days in advance of the meeting. The Council may create a 3-4 person ad hoc committee (and appoint members to it) to consider possible amendments to these Bylaws and make recommendations about any proposed changes to the Council.
THESE BYLAWS WERE APPROVED AND ADOPTED BY VOTE OF THE COUNCIL
ON MAY 15, 2020.
WITNESSED BY: BEN POPP, ITS DULY ELECTED AND AUTHORIZED CHAIRPERSON.