I. BOARD OF DIRECTORS: DUTIES AND POLICY
a. It shall be the duty of the Board of Directors to enforce, preserve, and interpret
the Bylaws, which may from time to time be amended as set forth in Section VIII of these bylaws, to transact all business,
to establish all policies of the Corporation, to establish all programs for the Corporation in the interim between annual
meetings, and to do any and all things necessary to implement the purposes, programs, and policies of the Corporation. The
activities, programs, and policies of the districts shall be subject to review by the Board of Directors, and no district
shall implement any program or activity which conflicts with that established at the annual meeting or by the Board of Directors
for the Corporation as a whole.
b. Those matters voted upon and passed by a majority of the Board of Directors present
and voting shall be known as the Policy of the Board of Directors. Policy of
the Board of Directors shall be binding upon all members of the Corporation in so far as the members speak or act for the
Corporation, as its agent, or in the conduct of its business.
c. A record of all policy decisions of the Board of Directors shall be kept by the Secretary
and shall be made available to any member of the Corporation upon demand. Policy
of the Board of Directors may be changed by a majority vote of the Board of Directors present and voting at any Board of Directors
meeting subsequent to the one at which the policy is made.
d. The President of the Corporation shall keep each Board member informed of the transactions
of the Corporation through the distribution of minutes of each meeting of the Board of Directors and copies of administrative
correspondence regarding the corporation.
e. Board of Directors meetings of the Corporation shall be open to any member of the
Corporation.
f. A preliminary agenda of the Board of Directors meetings shall be
presented to all members of the Board of Directors at least fourteen (14) days prior to the meeting and any member of the
Board of Directors shall have the right to add to the agenda.
g. A majority of the Board of Directors shall constitute a quorum to conduct business
at meetings of the Board of Directors.
h. Class II officers unable to attend meetings of the Board of Directors shall assign
and send their proxy with another elected district officer or member of that district’s advisory board.
II. VACANCIES IN CLASS I OFFICES
a. When a vacancy occurs in the Class I offices of Vice President, Secretary, or Treasurer,
the President shall appoint a member of the Corporation to fill the unexpired term of said vacancy with the advice and majority
consent of the Board of Directors. If the Presidency is vacated, the Vice President
shall forthwith assume the duties of the President for the unexpired term.
III. DISTRICTS
a. The Commonwealth of Virginia
shall be divided into geographical districts for the purpose of facilitating the work of the Corporation. District boundaries shall be fixed by majority vote of the Board of Directors. The Board of Directors may
consider boundary changes, to include creation of new districts, provided such changes shall have been recommended by the
district Chairpersons affected by said proposed changes and concurred in by majority vote of the members voting within the
districts affected by said proposed changes. New districts created shall become
fully functional upon the election of officers as provided herein.
b. Each District shall hold meetings at least quarterly throughout the year. Minutes of all district meetings shall be kept and submitted to the President. Each district shall elect a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer. Each member
shall be entitled to vote by mailed ballot, which shall be mailed to each member no later than the first day of December. Ballots shall be returned to an Election Officer appointed by the District Chairperson
with the majority consent of the district officers within fourteen (14) days of the date of mailing, but in no case shall
a ballot be received and recorded by the Secretary after December 15th. Officers
elected shall assume their offices on the first day of January following the election. District officers shall serve for a
term of two (2) years. In the event of the creation of new districts, elections
shall be held within sixty (60) days of final action by the Board of Directors establishing the district, with the President
empowered as above if elections are not so held. Thereafter, district elections
shall be held as provided herein.
c. Each Chairperson shall appoint a District Advisory Board which will be representative
of the membership of the district. This District Advisory Board shall meet at
least quarterly throughout the year. It shall be the responsibility of each member
of this Board to make known to the District Advisory Board any professional concerns of the members in their agencies and,
in turn, to inform them of all matters involved in district business.
d. It shall be the function of the districts to foster fellowship among the members whose employment
lies within the boundaries of the district, and to sponsor such professional and educational programs to meet the purposes
of the Corporation.
e. In all district affairs, the Articles of Incorporation and the Bylaws, together with the established programs
and policies of the Corporation, shall be paramount.
IV. MEMBERSHIP YEAR: FISCAL YEAR/ MEMBERSHIP DUES
a. The membership year of the Corporation shall be July 1 – June 30.
b. The Fiscal Year of the Corporation shall be January 1 – December 31.
c. Membership dues shall be recommended by the Board of Directors, and submitted to the membership for their
ratification by a majority vote of those voting. Twenty-five percent (25%) of the dues from each district shall be remitted
to said districts for the purpose of conducting local programs.
V. ELECTION: CLASS I DIRECTORS
a. Class I Directors shall be elected by an affirmative vote of the members of the corporation. Each member
shall be entitled to vote by mailed ballot, which shall be mailed to each member within thirty (30) days after the close of
the annual meeting by the Board’s designee. All ballots shall bear the official seal of the Corporation. The ballots
shall be returned as designated within fourteen (14) days of the date of mailing. The
Board of Directors shall certify all elections and notify all members of the results thereof in its next scheduled publication. Officers elected shall assume their offices on the first days of January following
the election.
VI. ANNUAL MEETING
a. An annual meeting of the Corporation shall be held at a time and place designated by the Board of Directors.
This meeting shall be for the purpose of nominating officers and transacting all other business which shall come before the
meeting. Special meetings, institutes, and conferences may be held from time to time as directed by the Board of Directors
upon thirty (30) days advance notice to the membership of the Corporation.
VII. COMMITTEES
a. The president shall appoint the chairperson and members of the standing committees. Standing committees of the Corporation shall be: Membership;
Public Relations; Legislative; Standards; Benefits; Awards; Scholarships; Bylaws; Publications; Web Site; Training; Resource
Development; and Conference Planning. A Nominating Committee shall be appointed
not less than six (6) months prior to the date of each annual meeting preceding an election.
Biennial and Ad Hoc Committees may be appointed by the President if desired.
b. The President shall annually appoint an Auditing Committee at the end of each fiscal year. It shall be the duty of that committee to audit the books of the Treasurer and submit a written report
of that audit to the Board of Directors within thirty (30) days of the completion of the audit and to the membership at the
next annual meeting.
VIII. BYLAWS
a. Any proposals to alter, amend, or repeal existing Bylaws or approval of new Bylaws may be at the discretion
of the Board of Directors. Proposals from the membership must be received by
the Secretary at least thirty (30) days prior to the next regularly scheduled Board of Directors meeting. The proposal must be approved by a two-thirds majority of the Board of Directors. Upon such approval, the proposed change(s) are submitted to the membership, by mail, for a vote. A majority vote of ballots received shall be necessary to pass proposed change(s). Voting for amendment, alteration, or repeal of these Bylaws or the adoption of new Bylaws shall be made
by ballot returned within fourteen (14) days of the mailing of the ballot.
b. Any member may place a proposal to amend, alter, or repeal a Bylaw, or adopt new Bylaws,
on the agenda of the annual or special business meeting. Any proposed amendment, alteration, or repeal of these Bylaws shall
be submitted to the Secretary not less than thirty (30) days prior to the annual or special meeting for which notice has been
given. A majority vote by members voting is necessary at the annual meeting or
special meeting on said proposals and shall be obtained prior to submitting the proposals to the membership by mail ballot. If a majority vote is not obtained, the proposal shall not be submitted to the entire
membership for vote by mail ballot.
c. Automatic grammatical, punctuation, and correlation corrections in the Bylaws, or
amendments thereto, which in no way alter the intent of the respective Bylaw shall be effected by the Bylaws Committee subject
to the approval of the Board of Directors.
IX. CORPORATE SEAL
a. The Directors shall provide a corporate seal which shall be circular in form and shall
have inscribed thereon the name of the Corporation.
X. CONTRACTS AND FINANCE
a. CONTRACTS. The directors may authorize
any officer or officers, agent or agents, to enter into any contract to execute and deliver any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to specific instances.
b. LOANS. No loans shall be contracted on
behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the
Directors. Such authority may be general or confined to specific instances.
c. CHECKS, DRAFTS, ETC. 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 Directors.
d. DEPOSITS. All funds of the Corporation
not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies,
or other depositories as the Directors may select.
XI. AMENDMENT OF ARTICLES OF INCORPORATION
a. The Articles of Incorporation may be amended only as prescribed in Sections 13.1-884
to 13.1-893 of the Code of Virginia, as amended.
XII. REMOVAL OF DIRECTORS
a. Directors may be removed from office only as prescribed in Sections 13.1-860 and 13.1-874
of the Code of Virginia, as amended.
