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VIRGINIA ASSOCIATION OF ADULT 4-H VOLUNTEER LEADERS, INC.
Section 1. The corporation is organized as a non-profit, non-stock, corporation Pursuant to the provisions of Chapter 2 of Title 12.1 of the Code of Virginia exclusively for charitable, scientific and educational purposes, specifically to cooperate with Virginia Cooperative Extension (hereafter known as VCE) as organized pursuant to Chapter 8 of Title 3.1 of the 1950 Code of Virginia, as amended, or hereafter amended, in organizing, supporting and maintaining an active viable 4-H program for young people throughout the State of Virginia. Section 2. Specific purposes of the Association shall be: a. To promote the 4-H Program and encourage community support so that all youth of eligible age, regardless of race, color, religion, sex, national origin, disability, political affiliation, shall have the opportunity to benefit from this youth development program. (b) To organize and develop 4-H volunteer leaders. (c) To participate in planning statewide 4-H programs. (d) To provide for an Adult 4-H volunteer to be on every statewide 4-H committee.
Section 1. Any adult who is serving in Virginia as a 4-H Volunteer Leader regardless of age, race, color, religion, national origin, sex, disability, or political affiliation, and who is recognized as such by the VCE is eligible to join the Association. Section 2. Adult 4-H Volunteer Leaders may join the Association by checking a box provided on the annual leader enrollment card furnished by VCE and by signing the card. Section 3. Each member shall loyally and to the best of their ability support the work of the association and abide by the bylaws. In addition, each member shall cooperate to the fullest extent with other members of the Association and with the VCE in activities contributing to the accomplishment of the purpose of the Association. Section 4. There shall be no dues. Section 5. Membership in the Association may be terminated by written resignation; membership shall be terminated automatically when the member fails to meet the eligibility requirements. Section 6. Members within each duly recognized unit organization shall elect two unit representatives who shall serve as voting delegates at membership meetings of the Association and shall have additional rights and duties as prescribed in these bylaws. Unit organizations may provide for the selection of alternates. Elected alternates, registered and accredited shall vote if one or both Unit Representatives are not in attendance at the Annual Meeting or Special Meeting.
Section 1. - Qualifications. Each Unit Representative shall be an active member of the Association, willing and able to attend the meetings of the membership of the Association. "Willing and able" shall be defined as having the time, resources and transportation necessary to carry out the duties of the office. Section 2. Nomination and election of Unit Representatives shall be in accordance with the bylaws and procedures of each respective Unit organization. Each representative shall serve a two year term of office, being replaced or re-elected as desired by the members of the respective unit, except that initially one of the representatives shall serve a one year term so that only one representative is elected annually. A signed "consent-to-serve" form shall be required of each representative. Section 3. - Vacancies. In case of death, resignation, or relocation from the unit, the resultant vacancy shall be filled by appointment for the remainder of that person's term by the Unit Organization. Section 4. - Duties. The Unit Representative shall have the duty to acquaint themselves of members needs and concerns before meetings, and study all material sent by the Association and respond as requested. Section 5. Collectively, the Unit Representative shall be titled the Assembly.
Section 1. All members are entitled to participate in the annual or special meetings. Section 2. - Annual Meetings. An annual meeting of the Assembly shall be held in October or November, the exact time and place to be determined by the Board of Directors. Section 3. - Special Meetings. The President or the Board of Directors shall have the right to call a special meeting. Ten percent of the Unit Representatives as defined in these bylaws shall have the right to file a petition stating the purpose of and calling for a special meeting. Upon receipt of such a petition, the President shall call a special meeting. Section 4. - Notices. That all Unit Representatives be informed, 30 or more days prior to State Assembly, of matters that are to be brought before the Assembly and voted on by the Unit Representatives. Notice of a special meeting shall include the purpose(s) of the meeting. Notice for a meeting called to act upon an amendment of the Articles of Incorporation or on a plan of merger, consolidation or dissolution shall be mailed not less than 25 or more than 50 days in advance and shall include a copy of the amendment plan. Section 5. - Order of Business. The order of business for the annual meetings shall be:
Section 6. - Quorum. The quorum shall be those Unit Representatives present and voting, provided that at least 15% of the Units have at least one Unit Representative at the meeting. Section 7. - Voting Rights. Only Unit Representatives, registered and accredited, shall vote. No proxy voting shall be permitted. Any other member may speak but shall not make motions nor vote. Section 8. - Reports. Reports of Officers and District Associations shall be in writing.
Section 1. The following officers shall be elected by ballot at the annual meeting: President, President-Elect, Vice-President, Secretary, Treasurer and Historian. The candidate receiving the most votes shall win the election. Section 2. - Eligibility. Only members of the Association who have been active during the past two years shall be eligible for office. No officer shall be eligible for the same office for more than two terms in succession. Section 3. - Terms of Office. Initially, all officers shall be elected for one year terms except the Vice-President and Secretary who shall serve for two years. Thereafter, the Treasurer and Historian shall be elected to two year terms in the even years and the Vice-President and Secretary shall be elected for two year terms of office in the odd years. Other officers shall be elected annually. Officers shall serve until their successors are elected and assume office at the close of the annual meeting. Section 4. - Succession, Removal and Vacancies. When a vacancy occurs in any office except the President or President-elect (other than by expiration of term) the Board of Directors shall appoint a member of the Association to fill the vacated position until the next annual meeting when the vacancy shall be filled by election for the un-expired term. A vacancy in the office of the President shall be filled by the Vice-President and the vacancy thereby created shall be filled by appointment by the Board of Directors. A vacancy in the office of the President-elect shall be filled by a special election either by mail or at a meeting called for that purpose provided the vacancy occurs more than four months prior to the annual meeting. If the vacancy occurs less than four months prior to the Annual meeting, the President shall delegate among the Members of the Board all unfinished work undertaken by the President-elect, and the office shall remain vacant. Section 5. - Duties of Officers. Officers shall serve as members of the Board of Directors and hold the corresponding offices thereon. Officers shall perform the duties prescribed by law, by these bylaws and by the parliamentary authority adopted by the Association; they shall have additional duties as the Board may from time to time assign to them. Section 6. - Specific Authority of the President. The President shall be responsible for all administrative functions of the Association, subject to the control of the Board of Directors. Section 7. - Specific Authority of the Vice-President. In the event of the President's inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all powers and all the restrictions placed upon the President. Section 8. - Specific Duties of the Secretary. The Secretary shall:
Section 9. - Specific Duties of the Treasurer. The Treasurer shall:
Section 10. - Specific Duties of the President-elect. The President-elect shall:
Section 11. - Historian. The Historian shall keep complete records of all activities of the Association not required to be kept by the Secretary or Treasurer. Section 12. - Parliamentarian. The President shall appoint a Parliamentarian for The Annual Business Meeting, and at such other times (regular meetings, and "called" meetings of the Board of Directors) as may deemed necessary or appropriate. Section 13. - Registrar. The President shall appoint a Registrar with the Board of Director's approval. The appointed Registrar shall serve on the Board of Directors as a non-voting member. The Registrar shall design appropriate registration forms and procedures, receive registrations and fees, provide data for program accountability as requested, be accountable to the Board of Directors for registration fees received, and supervise the management of a registration/information desk during State Conferences or Special Sessions and the depositing of registration fees.
Section 1. - Number and Composition.
Section 2. - Authority.
Section 3. - The Roles of the District Presidents and Presidents-Elect. These Directors shall serve as a communication link between the members of each District through the Unit Representatives therein and the Board of Directors between meetings of the Assembly. Section 4. - The Role of the VCE Advisors. The Extension personnel shall be responsible for coordinating the activities of the Association with those of VCE and shall inform the Board of Directors of VCE policies when appropriate. Section 5. - The Role of the Immediate Past President. Shall serve as an advisor to the Board of Directors and to the President when asked. Section 6. - Meetings of the Board of Directors. There shall be a minimum of four Board meetings each year as fixed by the Board of Directors. Special meetings of the Board may be called by the President or upon call of one- third of the members of the Board. Notice of any meeting not held at times fixed by the Board shall be mailed to each director at least 21 days before the meeting, giving the time and place of the meeting. Section 7. - Chair of the Board of Directors. The President shall preside over all Meetings of the Board. If the President is not present, the Immediate Past President shall preside. In the absence of the President and the Immediate Past President, an acting Chair shall be elected by those present and voting. Section 8. - Order of Business. The President with the assistance of the Secretary shall present an agenda for the approval of the Board of Directors at each regular and special meeting of the Board. Included in the agenda, but not necessarily in order, shall be: Approval of Agenda, Approval of any unapproved minutes, Matters presented by VCE, Reports of Officers and committees with action on said reports; Matters presented by the District Presidents; Other Business; adjournment. Section 9. - Quorum. One-third of the directors serving at the time of the given meeting shall constitute a quorum. Section 10. - Removal and vacancies. Any director may be removed at any time, for just cause, by a majority of those persons authorized to elect said director at a meeting specifically called for that purpose. Vacancies caused by resignation, death or relocation from the specific District of a District 4-H Leaders Association President or President-elect shall remain unfilled until such time as the pertinent District Association elects or appoints a successor. Section 11. - Compensation. Members of the Board of Directors shall receive no financial or other personal gain for their service, except that reasonable reimbursement for expenses may be provided. Section 12. If a member of the Board of Directors becomes salaried by VCE, resignation shall be required. Section 13. - Business by Mail. The Board of Directors may conduct elections or other business by mail, in accordance with the law of Virginia.
Section 1. - Committee Appointments. The President, after consulting the Board of Directors, shall appoint all committees except those established by these bylaws and shall designate their chair. Section 2. - Eligibility of committee members. Only members of the Association are qualified to serve as a committee chair; however, the President may appoint to the committee Extension Agents, 4-H members, All Stars or other persons with related expertise. Section 3. The President and VCE advisors shall be members ex-officio of all committees with the exception of the nominating committee. Section 4. Committees, except the auditing committee, may conduct their business by conference telephone calls, provided a written agenda is mailed to each member in advance. Section 5. - Reporting. All committees shall appoint a recorder who shall keep written minutes of each meeting, copies to be filed with the President, the secretary and the registered agent. Section 6. - Standing Committees. The following standing committees shall be appointed:
Section 1. - Seal. The seal of the Association shall be a flat-faced circular die (of Which there may be any number of counterparts) with the words "CORPORATE SEAL, VIRGINIA" and the name of the Association with year of incorporation engraved thereon.
The fiscal year of the Association shall be from July 1 through June 30.
Signatures. Checks, notes, drafts, and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. The signature of any such person may be facsimile when authorized by the Board of Directors.
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases in which they are applicable and in which they are not inconsistent with the law, the Articles of Incorporation or these bylaws.
These by laws may be altered, amended or repealed and new bylaws adopted in the following manner:
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