Article I – Members
Classes of Members. There shall be two classes of members who shall be eligible to be voting members. The two classes of members shall be individual members and organizational members. Organizational members may include corporations, partnerships and unincorporated associations. There shall be no limit on the number of members.
Eligibility to Vote. Only those members in good standing shall be eligible to vote on all matters of business before the organization. In good standing shall mean that a member is current on payment of annual dues, has been a member for at least three months and has attended at least one meeting within the first three months of obtaining membership.
Selection of Members. Each candidate for membership shall apply for membership on an application form specified by the Board of Directors. Membership shall be granted upon receipt of a membership application, payment of dues, and approval of the Board.
Dues, Etc. Members shall pay annual membership dues (and such other charges and assessments relating to membership as are established by the Board of Directors) in such amounts and at such intervals as determined by the Board of Directors from time to time. In addition, the Board of Directors may establish differences in dues among the classes of members. No member shall be entitled to a refund of any membership dues or other charges or assessments upon such member’s resignation or termination as a member.
Membership Committee. The Board of Directors may delegate some or all its duties and those of the Secretary under this Section to a Membership Committee.
Membership Certificates. Membership may, but need not, be evidenced by certificates or membership cards in such form as may be approved by the Board of Directors.
Restrictions on Transfer. Memberships are not transferable.
Termination. Members may be terminated at the discretion of the Board. Termination of membership shall be effective upon a majority vote of a quorum of the Board. If a member is terminated, membership dues shall be refunded on a pro-rata basis.
Article II – Meetings Of Members
Meetings. Meetings of the members may be held at such place in Virginia, and at such time, as may be provided in the notice of the meeting and approved by the Board of Directors. The annual meeting of Members shall be held at such time as may be specified by the Board of Directors.
Notice of Meetings. Written notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by hand or by mail, electronic mail, telecopy or other form of wire or wireless communication, to each Member of record in good standing, not less than ten (10) days nor more than sixty (60) days before the date of the meeting.
Article III – Officers
Selection of Officers. The officers of the Coalition shall consist of a President, a Vice President, a Secretary, and a Treasurer. No two offices may be held by the same person. The officers of the Coalition shall have the respective powers set forth herein and as otherwise provided by resolution of the Board of Directors. Each officer of the Coalition shall be selected from among the Board of Directors by a quorum of the Board. Each officer shall serve for a one year term. Election of officers shall be in March of each year and officers shall begin their terms on April 1 of each year and shall serve until April 1, of the following year.
President. The President shall, subject to the direction of the Board of Directors, generally supervise and manage the affairs of the coalition. In general, the President shall perform all duties customary to the office of President, shall see that all orders and resolutions of the Board or Directors are carried out, and shall oversee the other officers in the discharge of their duties. The President shall preside at all meetings of the Board of Directors.
Vice-President. The Vice-President shall serve in the absence of the President and shall assist in the carrying out of the President’s duties, and shall perform such other duties as may be assigned to her or him from time to time by the Board of Directors.
Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the Executive Committee, and shall send notices of all meetings of the Board of Directors. The Secretary shall sign all documents requiring the signature of the Secretary as an officer of the Coalition.
Treasurer. The Treasurer shall collect, have custody of and be responsible for all funds of the Coalition, shall keep an accurate account of such funds, shall pay all just bills when due and funds are available, and shall submit a financial report at the end of each year. All checks, drafts, notices and orders for the payment of money issued by the Coalition and other similar documents requiring the signature of the Coalition shall be signed by the Treasurer by such other person or persons, if any, as the Board of Directors may from time to time designate.
Article IV – Directors
Directors. The Board of Directors shall consist of a minimum of eleven and a maximum of thirty directors, as determined from time to time by the existing Board of Directors.
Advisory Board. The Board may create an Advisory Board consisting of up to thirty (30) members. The purpose of an Advisory Board shall be to advise the regular Board on such matters as fundraising or special projects, as the Board may request from time to time. Advisory Board members may, but are not required to, attend meetings. Advisory Board members shall be non-voting.
Attendance. Before agreeing to serve as a Director, each Director must commit to attending and participating in the various Board meetings. Directors who miss more than three (3) consecutive meetings, or more than five (5) meetings during a twelve (12) month period, shall be subject to removal as a Director.
Election. The Board of Directors shall be appointed initially by the incorporate, and thereafter shall be elected by a majority of members in good standing, in a manner and based on criteria to be established from time to time by the existing Board of Directors.
Term. After the appointment of the initial Board of Directors by the incorporator, the Board of Directors shall divide themselves into two nearly equal groups. The terms of one group shall expire on December 31 following their second year on the Board, and the terms of the second group shall expire on the December 31 following their third year on the Board. Despite the expiration of a Director’s term, such Director shall continue to serve until a successor is elected and qualifies.
Meetings. Regular meetings of the Board of Directors may be held at such time and place as the Board of Directors may designate. Special meetings may be called by the President, V President, or any combination of directors constituting at least one-third of the total number of directors then in office.
Quorum, Voting. Voting may be made at a meeting or outside of a meeting by electronic service mail. If voting is to be made outside a meeting, the Secretary must notify all members of the action to be taken at least five (5) but no more than sixty (60) days before the action to be taken. If voting is made outside a meeting, a vote may be submitted by telephone including voice mail, by electronic mail, by telecopy or by regular mail. A quorum will constitute at least one-half of the total number of members eligible to vote. The act of the majority of the eligible members present at a meeting at which a quorum is present, or the majority of eligible members voting when a quorum is achieved outside of a meeting by the above method of voting, shall be the act of the Board of Directors. Members may participate in any meeting by teleconference, or by proxy.
Notice of Meeting. Written notice of annual and regular meetings of the Board of Directors shall not be required. Written notice of special meetings of the Board of Directors shall be given at least five (5) days prior to the meeting, stating the date, time and place of the meeting and the purpose thereof. Notice may be given by the same method as notice of member meetings.
General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Coalition managed under the direction of, its Board of Directors. The Board of Directors shall have the power to manage the property and business of the Coalition, and shall have the power to carry out any other functions permitted by these bylaws, except insofar as such powers may be limited by law. These powers shall include appointing or removing the officers, establish a budget, authorize the sale or purchase of land, buildings, or major equipment for the use of the Coalition, institute and promote major fund-raising efforts of the Coalition, accept gifts to the Coalition, authorize and incur debts by the Coalition. Any of these duties may be delegated by bylaw or resolution of the Board of Directors to Officers or Committee Chairs.
Waiver of Notice. A Director may waive any notice provided for hereunder before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. The waiver must be signed and in writing by such Director and filed with the minutes or the incorporated records, except that a Directors’ attendance or participation in a meeting waives any required notice to the Director of the meeting unless such Director states at the beginning of the meeting that he objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Article V – Funds
Funds for meeting the expenses of the Coalition may be provided in such manner as the Board of Directors may determine, including without limitation such annual dues as may be fixed from time to time by the Board and approved by the members. The members as prescribed in Article II hereof.
Article VI – Committees
Committees. Except as provided otherwise herein, the Board of Directors from time to time may appoint such committees as it deems necessary to carry out the purposes of the Coalition, including but not limited to any committees described in these Bylaws. These committees shall be assigned the responsibilities specified by the Board of Directors and shall report to the Board of Directors and/or the members from time to time. Committee Chairs may, but are not required to, become Directors. Committees shall be comprised of members in good standing, except that committees may include non-members who contribute on an advisory basis only.
Membership/Development Committee. The Membership Development Committee shall be comprised of individuals selected by and serving at the pleasure of the Board of Directors from time to time. Members of the Membership Development Committee may be chosen from among or from outside the Board of Directors. The Membership/Development Committee shall recruit new members and collect dues, and shall develop and implement fundraising events and perform other functions and duties as may be assigned to the Committee from time to time by the Board.
Programs Committee. The Programs Committee shall oversee all of the research, educational and park improvement activities of the Coalition.
Article VII – Limitation Of Liability And Idemnity
In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers or a corporation to the corporation, the directors and officers of James River Outdoor Coalition shall not be liable to the Coalition.
The Coalition shall indemnify any individual who is, was or is threatened to be made party to a proceeding because such individual is or was a Director or officer of the Coalition, and acting in his/her official capacity as such, against all liabilities and reasonable expenses incurred in the proceeding, including reasonable attorneys’ fees, except such liabilities and expenses as are incurred because of such individual’s willful misconduct or knowing violation of law.
Article VIII – Amendments
These Bylaws may be repealed or changed, and new Bylaws made, to the maximum extent permitted by law and these Bylaws, by a 2/3 vote of the eligible members. A copy of any proposed change to these Bylaws shali accompany the required notice of meeting at which the change is to be considered.