By-Laws
VIRGINIA STATEWIDE NEIGHBORHOOD CONFERENCE
BYLAWS
ARTICLE I
PURPOSES
The purposes for which said Virginia Statewide Neighborhood Conference (VSNC) is formed is as a forum for the sharing of experiences and knowledge towards a cooperative working relationship among citizens, staff members, representatives of the private sector, and elected officials for the strengthening of our towns, cities, and counties, through the promotion of neighborhoods. Specific programs and services will include conferences, newsletters, web site, and other related activities as approved by the Board of Directors which promote educational, social, and cultural objectives of the VSNC.
ARTICLE II
DIRECTORS
Section 1. Number of Directors.
The number of members of the Board of Directors of the Corporation shall be no less than nine and no more than twenty-one, which number may be increased and may be decreased, from time to time, by resolution of the Board of Directors of the Corporation.
Section 2. Qualifications of Directors
Board membership in this Corporation is open to any organization, association, agency, or individual. Interested people need to support the purpose of the Corporation and pay the annual dues.
Section 3. Manner of Selection.
The members of the Board of Directors of the Corporation shall be elected by a majority vote of the Directors in office. Board members shall pay required dues as assessed by the Board of Directors who shall determine the amount and schedule of annual dues payable to the Corporation by members, and shall give appropriate notice to members.
Section 4. Term.
Board membership remains in effect as long as dues are current and there has been no suspension or expulsion action against the member
Section 5. Vacancies.
Vacancies for the unexpired term of any Director may be filled by a majority vote of the Directors in office.
Section 6. Termination of Membership
The Board of Directors by affirmative vote of two-thirds of all members, may suspend or expel a member for just cause after an appropriate hearing provided that such member shall be given not less than thirty (30) days written notice of such hearing. Should membership be revoked, all dues will be forfeited.
Section 7. Reinstatement of Board Member
After one year, on written request, signed by a suspended, expelled, or terminated Board member, the Board of Directors by affirmative vote of two-thirds of the Board members may reinstate a former Board member on such terms as the Board may deem appropriate.
Section 8. Powers.
The Board of Directors shall manage and govern the business and affairs of the Corporation and in connection therewith, the Board may exercise all of the powers granted the Corporation under the Articles of Incorporation and by the laws of the Commonwealth of Virginia. Each organization, municipality or individual in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Section 9. Meetings and Notices.
Meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or the Secretary, or upon the call of a majority of all the members of the Board. Notice of any meeting to be held at a time other than that fixed by resolution of the Board shall be given by mail to each Board member at least five (5) days before the meeting at the Board member’s residence or business address or by delivering such notice to the Board member or by telephoning, emailing, or transmitting it by facsimile to the Board member at least five (5) days before the meeting. Any such notice shall contain the time and place of the meeting. Any such notice shall contain the time and place of the meeting. Meetings may be held without notice if all the Board members are present or those not present waive notice before or after the meeting. The President shall preside over all meetings of the Board of Directors. If the President is not present, the Vice-President shall preside.
Section 10. Quorum.
A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; and, except as may otherwise be required by law or the Articles of Incorporation, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 11. Actions in Lieu of a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or all the members of the committee of Directors, as the case may be.
ARTICLE III
OFFICERS
Section 1. Election, Removal and Duties.
The Board of Directors shall elect annually a President (who shall be a Director) and shall also elect a Secretary and a Treasurer, and shall elect or appoint one or more Vice-Presidents or such other officers as it may deem proper. Any officer may hold more than one office except that the same person shall not be President and Secretary. All officers shall serve for a term of one year and until their respective successors are elected, but any officer may be removed summarily with or without cause at any time by the vote of a majority of all of the Directors. Vacancies among the officers shall be filled by the Directors. The officers of the corporation shall have such duties as generally pertain to their respective offices as well as such powers and duties as from time to time may be delegated to them by the Board of Directors or imposed by these By-Laws.
Section 2. President.
The President shall be the principal executive officer of the corporation and subject to the control of the Board of Directors, and shall in general, supervise and control all of the business and affairs of the corporation. The President shall, when present, preside at all meetings of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases when the signing and execution thereof shall be expressly delegated by the Board of Directors or by the By-Laws to some other agent or the corporation, or shall be required by law to be otherwise signed or executed, and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 3. Vice Presidents.
In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-President in the order designated at the time of their elections, or in the absence of any designating, then in order of their election) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to such officers by the President or by the Board of Directors.
Section 4. Secretary.
The Secretary shall: (a) keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such officers by the President or by the Board of Directors.
Section 5. Treasurer.
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the company; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks or depositories as the Board of Directors shall designate; (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to such officers by the President or by the Board of Directors. If required by the Board of Directors, the Board of Directors shall give bond for the faithful discharge of such officer's duties in such sum and with such surety or sureties as the Board of Directors shall determine.
ARTICLE IV
Section 1.
Standing Committees.
There shall be six (6) Standing Committees of the Corporation, as follows:
(a) Executive Committee. An Executive Committee consisting of members of the Board of Directors shall be appointed by the President, subject to the approval of the Board. During the intervals between meetings of the Board, the Executive Committee shall have and may exercise on behalf of the Board all of the authority of the Board in respect to the management of the Corporation. The Executive Committee shall report its acts to the Board at its meetings for approval.
(b) Finance Committee. A Finance Committee consisting of the Treasurer and two other members of the Board of Directors, appointed by the President with approval of the Board, shall advise with the Treasurer and the Board in regard to the investments and general fiscal policy of the Corporation.
(c) Workshop Committee. The Workshop Committee is responsible for providing oversight and assistance to the Host City’s planning of the Annual Conference to assure the development of conference workshops and programs that meet the standards set by the Virginia Statewide Neighborhood Conference Board of Directors and informing the Board of its role at the conference, including the keynote speakers at the opening breakfast and the closing luncheon.
(d) Resource Development Committee. The Resource Development Committee is responsible for assisting the Virginia Statewide Neighborhood Conference to become a self-sustaining organization by establishing financial partnerships, donations, and sponsorships including conference exhibitors.
(e) Award Program Committee. The Award Program Committee is responsible for the administration of existing organization awards – Neighborhood of the Year, Neighborhood Advocate of the Year and Notables – including their ongoing expansion, promotion, funding/budget and improvements. This committee will also take the initiative to explore and implement new recognition strategies consistent with the goals and objectives of the Virginia Statewide Neighborhood Conference.
(f) Public Affairs Committee. The Public Affairs Committee is responsible for the promotion and enhancement of the Virginia Statewide Neighborhood Conference as the pre-eminent statewide neighborhood organization conference. It also has the task of developing and managing the web site and other publicity-related activities as requested or needed by the board of Directors.
Section 2. Other Committees.
The Board of Directors may from time to time create additional committees with such powers and duties as the Board may prescribe.
Section 3. Ex Officio Member.
The President shall be a member ex officio of all committees.
ARTICLE V
EXECUTION OF INSTRUMENTS
Section 1. Contracts and Instruments.
Contracts and other instruments (not including routine instruments) to be executed by the Corporation shall be signed, unless otherwise required by law, by the President, or the Vice President, and the Secretary. The Secretary, signing with the President, together are authorized and empowered to execute in the name of this Corporation all routine instruments arising in the day to day operation of the business of this Corporation. The Board of Directors may authorize any other person or persons, whether or not an officer of the Corporation, to sign any contract or other instrument, and may authorize any such officer or other person to delegate, in writing, all or any part of such authority to any other person or persons.
Section 2. Notes, Checks and the Like.
All notes, drafts, acceptances, checks, endorsements and all evidences of indebtedness of the Corporation shall be signed by such person or persons and in such manner as the Board of Directors may from time to time determine. With each election of new officers the Board will, by resolution, designate the signatures of Corporate accounts.
ARTICLE VI
GIFTS AND CONTRIBUTIONS
Section 1. Solicitations.
Contributions and gifts shall be solicited by representatives of the Corporation to promote, sponsor and carry out the purposes of this Corporation.
Section 2. Deposit and Use of Contributions.
Unless otherwise provided by the donor, all contributions received by the Corporation shall be deposited and held by the Treasurer of the Corporation and may be used and disbursed by the Board of Directors to promote, sponsor and carry out educational, scientific, charitable and related activities and objectives of the Corporation.
Section 3. Restricted Gifts.
The limitations and restrictions upon any grant, gift, donation, bequest or devise shall be observed strictly except and unless it shall be determined by the Board of Directors that changed conditions or other reasons shall have rendered the application of the gift, donation, bequest or devise for the purpose provided illegal, unnecessary or impracticable or that the purposes of the gift, donation, bequest or devise have been fulfilled or become impossible of fulfillment, in which event said funds shall be administered for such other purpose of the Corporation as will best carry out the intentions of the donor or testator and as may be sanctioned by law.
Section 4. Operating Expenses.
The operating expenses of the Corporation shall be defrayed by funds contributed directly to the Corporation.
ARTICLE VII
INDEMNIFICATION
Any person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, shall be indemnified by the Corporation to the full extent permitted by applicable law.
ARTICLE VIII
AMENDMENTS
These By-Laws may be amended by a majority of the Board.
ARTICLE IX
INDEPENDENT AUDIT AND FISCAL YEAR
After the close of each fiscal year, the Board shall review and if justified cause an independent audit of all corporate assets and accounts to be made by a Certified Public Accountant. The VSNC shall operate on a fiscal year of July 1 to June 30.
Created March 19, 2008