February 18, 2013
By-Laws of the
Roanoke River Basin Association
Article I – Mission, Seal
The Association mission is to establish and carry out a strategy for the development, use, preservation and enhancement of the resources of the Roanoke River basin in the best interest of present and future generations of Basin residents. RRBA believes that basin resource conservation can co-exist with managed economic growth. The corporate seal of the Corporation shall be circular and shall have inscribed thereon, within and around the circumference, the following, “Roanoke River Basin Association.” In the center shall be the word “SEAL.”
Article II – Fiscal Year
The fiscal year of the Corporation shall be determined in the discretion of the Board of Directors, but in any absence of such determination, it shall be the calendar year. It has been determined that the fiscal year of the Corporation will be from July 1 to June 30 of the following year.
Article III – Membership.
Section 1. Membership qualification – Membership in the corporation shall be open to all persons and entities resident in Virginia and North Carolina who subscribe annually to the purpose of the corporation and shall be conferred upon any such person or entity, upon payment of annual dues.
Section 2. Membership fee – Membership fees in place are as follows:
- $25 for an individual,
- $50 for a small retail outlet,
- $100 to $500 for a large retail outlet or wholesale outlet, and
- No limit for large manufacturing concerns, towns, cities, counties, civic bodies, chambers of commerce, etc.
Membership fees may be changed at the discretion of the Board of Directors and as recommended by the executive committee on an annual basis.
Section 3. Honorary Memberships - The Board of Directors may bestow honorary memberships on persons or entities which have made outstanding contributions to the Corporation or toward the achievement of the goals of the Corporation.
Article IV – Closing of Transfer Books and Fixing Record Date
For the purpose of determining members entitled to notice of or to vote at any meeting of members, or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors of this Corporation may provide that the membership records shall be closed for a stated period not to exceed in any case, 50 days. In lieu of closing the membership records, the Board of Directors may fix in advance a date as the record date for any such determination of members such date in any case tonot more than fifty days prior to the date on which the particular action, requiring such determination of members, is to be taken. If the membership records are not closed and no record date is fixed for the termination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mail shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided herein, such determination shall apply to any adjournment thereof.
Article V– Meeting of Members
Section 1. Place of Meetings – Meetings of members shall be held at such place, either within or without the Commonwealth of Virginia, as may be provided in the notice of the meeting.
Section 2. Annual Meeting – The annual meeting of members shall be held in the fall of each year. If, for any reason, the annual meeting shall not be held during the fall, it shall be called in accordance with the provisions of section 3 of this article, and a meeting so-called shall be specifically designated as the annual meeting.
Section 3. Special Meetings - Special meetings of the members may be called by the president, the Board of Directors, Executive Committee or members holding at least twenty percent (20%) of all votes entitled to vote at the meeting.
Section 4. Notice of Meetings - Written notice stating the place of the meeting and in the case of a special meeting the purposes for which the meeting is called shall be given not less than 10 or more than 60 days before the date of the meeting (except as a different time is specified in the second paragraph of this section or by Virginia law), either personally, electronic mail or by U.S. mail, by or at the direction of the president, the secretary or the authorized persons calling the meeting. If mailed, such notice shall be deemed to be given when deposited, postage prepaid in the United States mail, correctly addressed to the members address as shown in the Corporation’s current record of members.
Notice of a members meeting to act on amendment of the articles of incorporation, a plan of merger, proposed sale of assets other than in the regular course of business, or a dissolution of the Corporation shall be given, in the manner provided above, not less than 25 nor more than 60 days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment, the plan of merger, the terms of the proposed sale or terms of the dissolution.
Section 5. Quorum - A majority of the members entitled to vote, represented in person or by written proxy, shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, and unless the vote of a greater number is recognized by law or the articles of incorporation, and except thatin the elections of directors those receiving the greatest number of votes shall be elected even though not receiving a majority. Less than a quorum may adjourn the meeting.
Section 6. Voting - Each voting member shall be entitled to one vote on each matter submitted to a vote at the meeting of members. A member may vote either in person or by proxy executed by the member or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from its date, unless otherwise provided in the proxy.
Section 7. Action by Board Members Without a Meeting - Any action required as neededto be taken at a meeting of the members, may be taken without a meeting if consent in writing or electronic mail, setting forth the action is approved by a quorum of members.
Section 8. Waiver of notice - Notwithstanding any other provision of these bylaws, whenever notice of any meeting for any purpose is required to be given to any director of any meeting for any purpose under the provision of Virginia law or these by-laws, a waiver thereof in writing signed by the director entitled to said notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
A member who attends a meeting shall be deemed to have had timely and proper notice of the meeting unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Article VI – Directors
Section 1. General Powers – The business and affairs of the Corporation shall be managed by the Executive Committee as described in article VII of this document. The Board of Directors shall act as an advisory body on the affairs of the Association, including confirmation or objection to the activities and positions of the Association on matters concerning the preservation and use of basin resources, i.e. the mission and purpose of the Association.
Section 2. Number, Term and Qualification – Directors shall be elected in number on the basis of representation of the major locations of the basin, as well as relevance as a major stakeholder. Terms of directorship are not limited, but subject to annual reaffirmation at the Association’s annual meeting. Nominations for directors shall come from any member, officer or director of the Association before or during the annual meeting.
Section 3. Election of Directors - Except as provided in section 4 and 5 of this article, the directors shall be elected at the annual meeting of members, and those persons who received the highest number of votes shall be elected.
Section 4. Removal – Any director may be removed at a meeting called expressly for that purpose, with or without cause, by a vote of members entitled to vote and election of directors. If any directors are removed, new directors may be elected at the same meeting.
Section 5. Vacancies - Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase by not more than two in the number of directors, may be filled by the affirmative vote of a majority of the Executive Committee.
Section 6. Compensation - The members of the board of directors shall not be compensated for their services as such may be reimbursed expenses incurred in attending regular and special meetings of the board and attending of meetings and functions on behalf of the Association. Request for reimbursement is at the election of the members.The secretary/treasurer of the Association may be compensated with a stipend for extraordinary administrative tasks as designated by the executive. Stipend amount and frequency will be determined by the executive committee.
Article VII – The Executive Committee
Section 1. Executive Committee - The Board of Directors, by resolution adopted by a majority of all directors, may designate two or more directors to constitute an executive committee, which committee to the extent provided in such resolution, shall have and may exercise the business affairs of the Corporation and all the authority of the Board of Directors, except to approve an amendment to the article of incorporation, a plan of merger, a sale of substantially all of the assets of the corporation or a dissolution.
The executive committee shall consist of the officers (President, Vice President, Secretary/Treasurer) and directors representing and acting as ombudsmen for each of the major areas of the basin (upper, middle, lower). The Executive Committee may alsoappoint a legal affairs member and a public relations affairs member who are also board members at their discretion.
Section 2. Executive Director - The executive committee will appoint/retain an Executive Director responsible for conducting the daily operations of the Association, the executive director is designated as the key spokesman and representative of the Association on a day-to-day basis on all matters. Compensation for the services and expenses of the executive director will be on a contract basis, amount to be determined by the executive committee.
Section 3. Executive Committee Meetings - Meetings of the executive committee will be held on a quarterly basis or at the discretion of the president or vice president as required. Meetings may be scheduled to be conducted in person or by teleconference as polled by the officer in charge.
Section 4. Financial Affairs - The accounting books of records of the Association shall be on a fiscal year cash basis, consistent with the requirements of IRS designated 501C3 charitable organizations. The fiscal year of the Association will be July 1 to June 30. The treasurer of the Association will provide quarterly income and expense reports to the executive committee in order to ensure oversee of financial responsibility. On an annual basis an outside financial accounting firm will perform an audit of the financial records of the Association.
Section 5. Budget and Expenditures - The treasurer with assistance from the president, vice president, and other members of the executive committee as necessary, will prepare an annual budget based on a fiscal year basis, July 1 to June 30. The budget will be presented for approval at the fall annual meeting of the Board of Directors of the Association. Once approved, the president, vice president and secretary-treasurer will have expenditure authority within limits of the line item approved budget. All expenditures other than discretionary expenditures controlled by the treasurer shall have a requirement for two signature approvals. Expenditures falling outside these limits can only be approved by a quorum vote of the executive committee.
Section 5. Quorum - A majority of the number of committee members shall constitute aquorum at a meeting of the executive committee. If a quorum is present, the affirmative vote of a majority of the members present at the meeting shall be the act of the executive committee.
Section 6. Action by Officers Without a Meeting - Any action required to be taken at a meeting of the committee members, or any action which may be taken at a meeting of the committee members, may be taken without a meeting if consent in writing or electronic mail setting forth the action so to be taken, shall be signed before such action by all of the committee members. Such consent shall have the same force and effect as a unanimous vote.
Article VIII - Other Committees
Section 1. Ad Hoc Committees - Committees for specific tasks with limited authority may be designated by resolution adopted by a majority of the executive committee present at a meeting at which quorum is present.
Section 2. Major Sub–Committees or Programs - Programs, projects and major committees addressing major issues or strategies may be designated by resolution adopted by a majority of the executive committee present at a meeting at which quorum is present. These designated major subcommittees will elect a chairperson who will also be appointed a member of the Board of Directors and assigned to the executive committee. Major subcommittees will conduct all operations adhering to the requirements of the Roanoke River basin Association as an IRS designated 501C (3) charitable organization.
Article IX - Officers
Section 1. Election and Removal - The Board of Directors, after its election each year, shall elected a president, a secretary, and a treasurer, and may elect one or more vice presidents or such other offices as it may deem proper. All officers shall be directors and members of the Executive Committee. Any officer may hold more than one office. All officers shall serve for a term of one year or until their respective successors are elected, provided, however, that any officer may be removed, with or without cause at any time whenever the Board of Directors, in its absolute discretion, shall consider that the best interests of the Association would be served thereby by the vote of a majority of all the directors. Vacancies among the officers shall be filled by the directors. The officers of the Association shall have such duties as generally pertain to their respective offices, as well as such powers and duties as may be delegated to them from time to time by the executive committee of the Association.
Section 2. Bonds - The Board of Directors or the executive committee may require that any or all officers, agents and employees of the Corporation, give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and comply such other conditions as may from time to time required by the Board of Directors or executive committee.
Article X – Amendments.
Section 1. - New By–laws and alterations - These by-laws may be amended or repealed, and new by-laws may be made by the Board of Directors as appropriate.
Section 2. - Legislative Amendment – In the event that any portion of these by-laws is subsequently rendered invalid by act of the general assembly of Virginia, those portions hereof which are not affected by such legislation shall remain in full force and effect until unless altered or repealed in accordance with the terms hereof.
The foregoing by-laws of the Roanoke River basin Association are adopted by a duly constituted approval of the Board of Directors of the Corporation 0n February 18, 2013.
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