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Bylaws of the Wisconsin Blockchain Business Council (WBBC)

Article I: Name

The name of the organization shall be the Wisconsin Blockchain Business Council (hereinafter “WBBC”).

Article II: Purpose

The WBBC is organized as a nonprofit business league under Section 501(c)(6) of the Internal Revenue Code to advance the blockchain industry in Wisconsin. Its purposes are to foster collaboration among businesses, advocate for supportive government policies, and provide education to members, policymakers, and industry stakeholders. Members are encouraged to strengthen the blockchain business community, enhance local economies through industry growth, and support education efforts relevant to blockchain technology.

Article III: Membership

  1. Eligibility: Membership is open to individuals, businesses, and organizations with an interest in blockchain technology and its applications.
  2. Dues: Membership dues shall be determined annually by the Board of Directors.
  3. Rights: Members shall have advisory voting rights on matters designated by the Board, such as annual priorities or initiatives. Adjustments to voting rights may be proposed by the Board and adopted by a two-thirds vote of the Board, with notice to members per Article VIII.

Article IV: Board of Directors

  1. Composition: The Board of Directors shall consist of at least five (3) members and more than (7), including the President, Secretary, and Treasurer.
  2. Election: During the initial phase (“Phase One”), lasting until December 31, 2026, Board members shall be appointed from among the founding members. Thereafter, the Board may establish an election process for directors.
  3. Term: Directors shall serve a term of two (2) years, with no limit on the number of terms.
  4. Duties: The Board shall manage the affairs of the WBBC, set policies, and ensure fulfillment of the organization’s mission. The Board shall appoint a director to preside over meetings and guide strategy, the Secretary shall maintain records and sign official documents, and the Treasurer shall oversee financial matters.
  5. Conflict of Interest: Directors shall disclose any financial or personal interest in transactions involving WBBC. A director with a conflict shall recuse themselves from voting on such matters, though they may be counted for quorum. Transactions with member-owned entities require approval by a majority of disinterested directors.

Article V: Meetings

  1. Annual Meeting: The annual meeting shall be held in the first quarter of each year, with notice given to all members at least 30 days in advance.
  2. Regular Meetings: Regular meetings of the Board of Directors shall be held quarterly.
  3. Special Meetings: Special meetings may be called by the President or a majority of the Board with at least 7 days’ notice.
  4. Quorum: A majority of the current Board members (e.g., 2 of 3, 3 of 5) shall constitute a quorum for the transaction of business.

Article VI: Committees

  1. Formation: The Board may establish committees as needed to carry out the work of the WBBC.
  2. Leadership: Committee chairs shall be appointed by the President.
  3. Authority: Committees shall report to the Board and exercise powers as delegated by the Board, except those reserved by law to the full Board, such as amending these Bylaws.

Article VII: Code of Conduct

  1. Integrity: Members shall conduct themselves with honesty, integrity, and professionalism in all WBBC activities.
  2. Respect: Members shall treat each other with respect, fostering an inclusive environment where diverse opinions are valued.
  3. Compliance: Members shall comply with all applicable laws, regulations, and WBBC policies.
  4. Accountability: Violations of the Code of Conduct may result in disciplinary action, including suspension or termination of membership, as determined by the Board of Directors.
  5. Board Conduct: “Board members shall avoid conflicts of interest and act in the best interests of WBBC and its mission, not for personal or private business gain.

Article VIII: Amendments

  1. Process: These Bylaws may be amended by a two-thirds vote of the Board of Directors, with advisory input from members, provided that notice of the proposed amendment has been given to the Board and members at least 30 days in advance.
  2. Quorum: A quorum of at least 50% of the Board must be present for an amendment vote.
  3. Future Voting: Once full member voting rights are established per Article III, amendments shall require a two-thirds vote of members present, with the same notice and quorum requirements.

Article IX: Dissolution

Upon dissolution of the WBBC, any remaining assets shall be distributed to another organization exempt under Section 501(c)(6) of the Internal Revenue Code or for an exempt purpose consistent with Section 501(c)(6), as determined by the Board of Directors.

Adoption

Adopted by the Board of Directors on March 18, 2025.