7.01 Place of Meeting. The meetings of the Board of Directors shall be held at the principal office of the corporation or at any other place that the Board may from time to time designate.

7.02 Regular Meetings. Regular meetings of the Board of Directors shall be held on the same dates, at the same place, and immediately preceding the regular member meetings. Other regular meetings of the Board of Directors shall be held at such time and place as may be specified by resolution of the Board.

7.03 Special Meetings. Special meetings of the Board of Directors may be called at any time by two or more directors.

7.04 Notice of Meetings. Notice of any regular or special meeting of the Board of Directors shall be given at least five (5) days before the scheduled meeting by written notice sent by any usual means of communication to each director to his or her place for receiving communications as shown by the records of the corporation; however, notice may be waived before, at, or after any meeting.

7.05 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of the business because the meeting is not lawfully called or convened.

7.06 Quorum. At all meetings of the Board of Directors, a majority of the total directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present and the meeting may be adjourned despite the absence of a quorum.

7.07 Voting of Directors. The vote of the majority of the directors at which a quorum is present shall be the act of the Board of Directors, unless a vote of a greater number is required by law or by these Bylaws.

7.08 Meetings by Electronic Means of Communication. The board of directors may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these bylaws, conduct any regular or special meeting by the use of any electronic means of communication, provided that:(1) all participating directors may simultaneously hear each other during the meeting; or (2) all communication during the meeting is immediately transmitted to each participating director, and that each participating director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.

7.09 Action Without Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if consent in writing setting forth the action is signed by two-third (2/3) or more of the directors then in office. Any such consent shall have the same force and effect as a vote of the directors taken at a meeting of the directors.

Article VIII - Compensation of Directors

8.01 Directors' Services. Directors as such shall not receive any compensation for their services as directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of the corporation. Nothing in these bylaws shall preclude a director from serving the corporation in any other capacity and receiving compensation for such services.

Article IX - Officers

9.01 Number, Titles, and Qualifications. The corporation's principal officers shall be a president, one or more vice-presidents, a secretary, and a treasurer, each of whom shall be appointed by the Board. Only voting members of the corporation may serve as officers. No two (2) or more offices may be held by the same person. Elected directors may serve as officers.

9.02 Appointment and Tenure. The officers shall be appointed by the board of directors. Each officer shall hold office until the next annual meeting of the Board of Directors and until his or her successor shall have been duly appointed or until the officer's prior death, resignation, or removal.

9.03 Nomination. Individuals to fill the positions of officers shall be nominated by the directors at their annual meeting and elected by majority vote of the directors. A committee appointed by the president and consisting of three (3) directors shall submit to the Board of directors at its annual meeting nominations for the offices to be filled.

9.04 Powers. The powers and duties of the officers of the corporation shall be as follows:

1. The President shall be the presiding officer at all meetings of the members of the corporation, shall be an ex-officio member of the Board of Directors, and shall be an ex-officio advisory member of all committees. The President shall perform all duties and exercise all powers which are by law or customary practice incident to the office of the President and such other duties and powers as determined by the Board of Directors.
2. The Vice President shall perform the duties and exercise the powers of the President in the event of the absence or inability to act of the President. The Vice President shall also perform the duties and exercise the powers which are by law or customary practice incident to the office of Vice President and such other duties or powers as may be determined by the Board of Directors.
3. The Secretary shall keep minutes of all meetings of members and of the Board of Directors, shall see that all notices are duly given in accordance with the law and these bylaws, and shall in general perform all duties and exercise the powers which are by law or customary practice incident to the office of Secretary and such other duties or powers as may be determined by the Board of Directors.
4. The Treasurer shall be the principal accounting and financial officer of the corporation and shall be responsible for the maintenance of adequate books of account of the corporation, shall be responsible for the receipt and disbursement of the funds of the corporation, and shall in general perform all duties and exercise the powers which are by law or customary practice incident to the office of Treasurer and such other duties or powers as may be determined by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of the office in such sum and with such surety as the Board of Directors determines. The cost of such bond or surety shall be paid from the funds of the corporation upon approval of the Board of Directors.

9.05 Removal. The Board of Directors may remove any officer or agent, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment shall not of itself create contract rights.
9.06 Resignations. Any officer may resign at any time by giving written notice to the corporation, the board of directors, the president, or the secretary. Any such resignation shall take effect when the notice of resignation is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.
9.07 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other reason shall be filled in the manner prescribed for regular appointments to the office.
9.08 Compensation. Officers as such shall not receive any compensation for their services as officers, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of officers' duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of the corporation. Nothing in these bylaws shall preclude an officer from serving the corporation in any other capacity and receiving compensation for such services.

Article X - Committees

10.01 Appointment of Committees. The Board, by resolution adopted by a majority of the entire Board, may designate an executive committee, consisting of two or more directors, and other committees consisting of two or more persons, who may or may not be directors and may delegate to such committee or committees all such authority of the Board that it deems desirable, except that no such committee or committees, unless specifically so authorized by the Board, shall have and exercise the authority of the Board to:

1. Adopt, amend or repeal the Bylaws; or
2. Fill vacancies in the Board or any committee.

10.02 Alternate Members of Committee. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee. Each member of each committee shall serve at the pleasure of the Board. The designations of any committee and the delegation of authority to it shall not relieve any director of any responsibility imposed by law. The executive committee or any other committee shall report action, unless the Board otherwise requires. So far as applicable, the provisions of these bylaws relating to the conduct of meetings of the Board shall govern meetings of the executive and other committees.

10.03 Standing Committees. The following committees will be standing committees of the corporation.

1. Technical and Resource Assistance. This committee will
2. Funding. This committee will
3. Membership and Public Relations. This committee will
4. Events and Conventions Planning. This committee will
5. Legislative and Legal. This committee will handle business of the corporation relative to any division or agency of the government. This would include, but not be limited to, requests for information and arrangement of educational programs produced for or in cooperation with government agencies as well as the legislative branch of the government. The committee will attempt to open and facilitate channels of communication with the appropriate governmental offices and with Congress.
6. Evaluation and Standards. This committee will develop criteria for evaluating teen court programs and recommend standards to promote consistency in the operation of teen courts.
7. Youth Advisory. This committee will consist of teens between the ages of and , to provide input on all activities of the corporation.

Article XI - Contracts, Checks, Deposits, and Funds

11.01 Authorization. The Board of Directors may authorize any officer or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. All checks, drafts, or other 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 shall from time to time be determined by resolution of the Board of Directors.

11.02 Funds. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be designated by an officer or officers or agent or agents of the corporation to whom such power may be delegated by the Board of Directors.

11.03 Acceptance of Gifts. The Board of Directors or any officer or officers, agent or agents of the corporation to whom such authority may be delegated by the Board, may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

11.04 Bond. Upon authorization by the directors, any officer or employee of the corporation shall be bonded. The expense of furnishing any such bond shall be paid by the corporation.

Article XII - Indemnification

13.01 Corporate Liability. The corporation shall indemnify officers, directors and other persons in accordance with Sec.181.042, Wis. Stats., and as follows:

1. Liability of Directors and Officers. No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as a director or officer of the corporation, or of any other corporation which he or she serves as a director or officer at the request of the corporation, in good faith, if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or information furnished by officers or employees of the corporation which he or she had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.
2. Indemnity of Officers and Directors. Every person who is or was a director or officer of the corporation, and any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor shall (together with the heirs, executors and administrators of such person) be indemnified by the corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him or her in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which he or she is made or threatened to be made a party by reason of his or her being or having been such director or officer, except in relation to matters as to which recovery shall be had against him or her by reason of his or her having been finally adjudged in such action, suit or proceeding to have been guilty of fraud in the performance of his or her duty as such officer or director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit, or proceeding. In the case of a criminal action, a plea of guilty or nolo contenders or its equivalent, or after trial, shall not be deemed an adjudication that such director or officer is guilty of fraud in the performance of his or her duties, if such director or officer was acting in good faith in what he or she considered to be the best interests of the corporation and with no reasonable cause to believe that the action was illegal.

Article XIII - Miscellaneous

13.01 Corporate Seal. The corporation shall have no seal.

13.02 Parliamentary Procedure. All questions of parliamentary procedure or practice regarding the affairs of the corporation including the conduct of meetings, shall be governed by the then current edition of Robert's Rules of Order, except as otherwise specifically provided by law or these bylaws.

13.03 Fiscal Year. The fiscal year of the corporation shall end December 31.

13.04 Rights in Materials. Ownership of and all rights in all materials prepared by or for the corporation shall be vested in the corporation and/or the person who prepared it, and such material may not be reproduced, transcribed, or used in any way without the approval of the corporation or the person who prepared it.

13.05 Advertising. No member or his or her agent shall use the name of the corporation for promotional or advertising purposes without the consent of the corporation.

Article XIV - Amendment

14.01 By Members. The members may amend or repeal these bylaws or adopt new bylaws at any annual or special members' meeting.

14.02 By Directors. The board of directors may amend or repeal these bylaws or adopt new bylaws; but no bylaw adopted or amended by the members shall be amended or repealed by the board if the bylaw so adopted so provides.