Wisconsin Public Radio Association Inc

“The executive committee consists of the board chair as chair, vice chair, treasurer, secretary, the chairs of the standing committees, immediate past chair (if a member of the board) and the licensee director. This committee can vote on motions related to wpra activities between board meetings. Bylaws article vii, section 7.02”

“Persons making contributions to the association will become, and continue as members of the association, for a period of time, established by board policy, beginning upon the date of contribution. In most situations, this is one year.”

“Nominees to serve as directors shall be identified by the board governance committee and elected by majority vote of the board.”

“Wpra has one class of members. The organization's articles and bylaws confer no express voting rights on members. Under the bylaws, members have no voting rights in the election of the directors who make up wpra's governing body. However, members do have limited voting rights, conferred by statute, in the event certain extraordinary actions were to be proposed. Those include merger, dissolution or sale of all or substantially all of the organization's assets other than in the regular course of business. Approval of any such action would require the affirmative vote of at least 2/3 of the member votes cast or a majority of the entitled votes, whichever is less.”

“Wpra requires all voting members of the board of directors to have access for review purposes of the irs form 990 prior to it being filed with the irs. The form 990 will be reviewed by the finance committee prior to being provided to the board. The wisconsin public radio association executive director or designee will submit a draft copy of the form to the board of directors reasonably in advance of the board meeting prior to the due date of the return. Any board member may respond in writing or by email to the wpra executive director or designee with any questions or concerns about any information presented on the form, prior to the board discussion. Any such concerns that cannot be resolved between the board member and the executive director or designee shall be presented to the board during the board's review of the return. It shall be deemed sufficient for the wpra executive director or designee to provide a draft copy to all voting board members by email, as part of the board meeting materials distribution. Any unusual disclosure items or departures from compliance standards such as fraud, asset diversion or related party transactions will be highlighted in the board meeting materials for the form 990. The minutes of the board meeting shall reflect the board's review of the form 990.”

“Members of the board are required to annually sign a conflict of interest policy that describes prohibited activities, such as doing business or providing advice on issues or transactions that will personally or professionally benefit them. If any conflicts arise, the board member with the potential conflict must disclose it and refrain from voting on the matter. Conflict of interest disclosures are documented in the minutes by the respective meeting of the governing body.”

“UPON REQUEST”

“The association's bylaws, form 990, and annual report with audited financial information are posted on wpr.org. The conflict of interest policy is available upon request.”