NORTHERN WATERS ENVIRONMENTAL SCHOOL, INC.
BYLAWS
The name of this Corporation shall be the Northern Waters Environmental School, Inc., and shall be referred to in this document as “Northern Waters” or “the Corporation.” Northern Waters is incorporated as a Wisconsin nonstock corporation, which is recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE I
PURPOSE
The purpose of Northern Waters is to operate Northern Waters Environmental School, a public charter school (the “Charter School”). The Charter School is an instrumentality of the Hayward Community School District (“the School District”). The purpose of the Charter School shall be to offer project-based education with a focus on the environment. The Charter School will use the community as a context for learning. The Charter School will foster an environment of inquiry, critical thinking, problem solving, and collaboration.
ARTICLE II
MEMBERSHIP
Northern Waters shall have no members but shall be managed by its Board of Directors as set forth in Article III of these Bylaws.
ARTICLE III
BOARD OF DIRECTORS
3.1. General Powers. The management, control and operation of the affairs and properties of this Corporation are vested in the Board of the Corporation. The Board shall serve as the Governance Board for the Charter School. The role of the Governance Board shall be as set forth in Article V of the Charter Contract.
3.2. Number of and Criteria for Directors. The Board shall consist of no fewer than seven (7) Directors who shall be elected pursuant to § 3.4. Directors shall be sought who bring different expertise and perspective to the Board, ensuring representation from parents and community members. No more than two (2) parents of students currently enrolled the Charter School may serve on the Board and no more than 49% of the Board may be employed by the School District. No School District administrator shall be a voting member of the Board, however, the Principal of the Charter School shall serve as an advisor to the Board without a vote. The Director of the Charter School shall also serve as an advisor to the Board without a vote. Other qualifications for Directors and criteria for the selection process may be established from time to time by the Board.
The Board may elect up to two "Alternate Directors", who may be assigned to serve in the capacity of sitting Directors should a Director be absent or incapacitated. When substituting for a Director, the Alternate may attend and participate in discussions at all meetings, but may only vote when the assigning Director is absent. An Alternate may be removed or replaced at any time by majority vote of the Board of Directors.
3.3. Term. Directors shall serve for three (3) years or until their successor is elected and qualified. Directors assume their duties at the next scheduled Board meeting following election. Directors may be re-elected.
3.4. A Director may be removed by two-thirds of all Directors. In the event a Director is unable to fulfill his or her responsibility as a Director, the President shall nominate a replacement for the vacancy. At a regular meeting the Board shall vote on accepting the nominated candidate to fulfill the vacancy. The new Director will then serve the remainder of the term.
When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, the number shall be reduced by such vacancies until qualified replacements are appointed. At no time will the number of Directors be fewer than three (3).
3.5. Nominations and Election. Recommendations for Directors may be submitted by Directors or any other interested persons, unless otherwise determined by the Board.
The Officers shall vet and nominate the candidates. The Directors shall elect the Board from this slate of nominees at the Annual Meeting. A majority vote wins for each position.
3.6. Annual Meeting. The Corporation shall hold an Annual Meeting of Directors by the 31st of September, at a time and place to be fixed by the Board. The agenda for the Annual Meeting of Directors shall include but not be limited to the election of the Directors pursuant to § 3.5 and the election of officers pursuant to § 4.2.
3.7. Regular and Special Meetings. Regular meetings of the Board shall be held at such times and at such place as the President may designate. Special meetings of the Board may be called by the President, or by at least two Directors of the Corporation at such time and place as the Directors calling the meeting may specify and in accordance with the notice requirements of this Article 3.
3.8. Other Meetings. The Board will hold other meetings with third parties as required, requested and called by the President, two Directors of the Corporation, or by the Charter School authorizer.
3.9. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present, those Directors present may adjourn the meeting from time to time without further notice.
3.10. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board except where otherwise provided by law or by these Bylaws.
3.11. Open Meetings. All meetings of the Board shall be held consistent with the open meetings requirements of Chapter 19 of the Wisconsin Statutes.
3.12. Compensation. Directors will not be paid compensation for their services as Directors, provided that this provision shall not be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Corporation in another capacity.
3.13. Meetings by Electronic Means of Communication. Members of the Board or any committee of the Board may participate in any meeting by use of any electronic means of communication provided, (1) the participant is taking part in a meeting that is otherwise “open” consistent with section 3.11; and (2) all participating directors, and the participating public, if any, may simultaneously hear each other’s communications during the meeting. Before the commencement of any business at a meeting at which any Director does not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
3.14. Notice. Meetings must be preceded by at least forty-eight hours notice to each Director, or seventy-two hours notice if notice is given by mail or private carrier. A meeting at which the amendment or repeal of the Bylaws or the adoption of new Bylaws or the removal of a Director is to be considered requires seven days advance written notice. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier. Notice may be given by E mail.
3.15. Conflict of Interest. The Board shall adopt and abide by a Conflict of Interest Policy. (Attachment)
ARTICLE IV
OFFICERS
4.1. Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. Two individuals may share a position as co-officers. With the exception of the President, one individual may hold two (2) officer positions. No individual may hold more than two (2) officer positions.
4.2. Election. The Officers shall be elected by the Board at the Annual Meeting of Directors.
4.3. Term of Office. Officers shall be elected for one-year (1) terms. Officers shall serve until their successors are elected. No officer may serve more than three (3) consecutive terms in the same office.
4.4. President. The President will preside at all meetings of the Board. The President will have the necessary authority and responsibility for the administration of the affairs of the Corporation subject only to policies adopted by the Board. The President will coordinate the work of the officers and any committees of the organization, appoint chairpersons of any standing committees, and appoint special committees. The President will work with the Charter School administrator. The President may sign with the Secretary or other proper officer of the Corporation authorized by the Board any deeds, bonds, contracts or other instruments which the Board has authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.
4.5. Vice-President. The Vice-President will have such duties as determined from time to time by the Board. The Vice-President will discharge the duties of the President in the event of his or her absence or inability to act, in order of rank. The Vice-President will assist the President in the performance of his or her duties as the President directs, including coordinating monthly Board meetings and annual elections.
4.6. Secretary. The Secretary will sign documents of the Corporation from time to time as required; perform such duties as may be assigned by the President; will keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; and be custodian of the corporate records. The Secretary shall provide a copy of the minutes to each Board member following a Board meeting. The Secretary shall keep a record of past and current Officers, Directors, and committee members.
4.7. Treasurer. The Treasurer will be responsible for the custody of the funds and securities of the Corporation which will come into the Treasurer's hands, and will advise the Board respecting its financial condition and the handling of its monies and investments and perform such additional duties as may be assigned to the Treasurer by the President. The Board may request an audit of the Treasurer’s records at any time.
ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS
The Board may establish committees, as determined by the Board. If a committee is formed that consist of at least three (3) Directors and is comprised of only Directors, that committee may have and exercise, when the Board is not in session and without specific designation, all of the powers of the Board in the management of the affairs of the Corporation, except action with respect to election of officers or of the filling of vacancies on the Board or on committees. The Board by resolution may designate one or more advisory or ad hoc committees that do not have the powers of the Board to manage the affairs of the Corporation. The advisory committees shall include at least one Director and shall have the duties set forth in the resolution of the Board designating the committee.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
6.1. Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
6.2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board,
such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President of the Corporation.
6.3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may elect.
6.4. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Corporation.
6.5. Books and Accounts. The Corporation shall keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Corporation will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
ARTICLE VII
INDEMNIFICATION
The Corporation shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify each Director and officer of the Corporation against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Corporation. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Corporation shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify any employee who is not a Director or officer of the Corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Corporation. The Corporation may, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify, reimburse, or advance expenses of Directors, officers, or employees.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation is July 1 through June 30.
ARTICLE IX
OFFICES
The Corporation shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board may from time to time determine.
ARTICLE X
AMENDMENTS
These Bylaws may be amended at any time by action of two-thirds (2/3) vote of the Board.
ARTICLE XII
DISSOLUTION
This Corporation shall be dissolved in the manner required by law at the time of dissolution. The assets shall be distributed consistent with the Corporation’s Articles of Incorporation.
Adopted this 17th day of September, 2025.
Name (printed): Denise Vujnovich
Signature:
Title: NWES Board President
Updated: September 17, 2025