Non-Profit ByLaws of Adaptive Fitness Legion
ARTICLE I. Name
The legal name of Non-Profit organization shall be known as Adaptive Fitness Legion and can be referred as AFL.
ARTICLE II. Mission
Empowering all abilities through adaptive fitness education and training.
ARTICLE III. OFFICES
Section 3.1 — Business Office
Organization’s office shall be located at 3545 Chain Bridge Road, Fairfax VA 22030.
The Organization may relocate its principal Virginia office, and may have other offices, either within Virginia. The Board of Directors may designate the location of these other offices. The Secretary of the Organization shall maintain a copy of the records required by Section 2.1 of Article III at the principal office in Virginia.
Section 3.2 — Registered Office
The Organization’s registered office shall be located within Virginia at the address of the Organization’s registered agent. The location of the registered office may be, but need not be, identical with that of the principal office if the latter is located within Virginia. The Board of Directors may change the address of the registered office from time to time, upon filing the appropriate form with the State Corporation Commission.
Organization’s office shall be located at 3545 Chain Bridge Road, Fairfax VA 22030.
The Organization may relocate its principal Virginia office, and may have other offices, either within Virginia. The Board of Directors may designate the location of these other offices. The Secretary of the Organization shall maintain a copy of the records required by Section 2.1 of Article III at the principal office in Virginia.
Section 3.2 — Registered Office
The Organization’s registered office shall be located within Virginia at the address of the Organization’s registered agent. The location of the registered office may be, but need not be, identical with that of the principal office if the latter is located within Virginia. The Board of Directors may change the address of the registered office from time to time, upon filing the appropriate form with the State Corporation Commission.
ARTICLE IV. RECORDS
Section 4.1 — Corporate Records
(a) Minutes and Accounting Records. The Organization shall keep a permanent
record of the minutes of all meetings of its Board of Directors, a record of all
actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors acting in place of the Board and on behalf of the Organization. The Organization shall maintain appropriate accounting records.
(b) Form. The Organization shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(c) Other records. The Board shall establish and maintain a records management policy to include the retention and destruction of all paper and electronic records.
(a) Minutes and Accounting Records. The Organization shall keep a permanent
record of the minutes of all meetings of its Board of Directors, a record of all
actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors acting in place of the Board and on behalf of the Organization. The Organization shall maintain appropriate accounting records.
(b) Form. The Organization shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(c) Other records. The Board shall establish and maintain a records management policy to include the retention and destruction of all paper and electronic records.
ARTICLE V. BOARD OF DIRECTORS
Section 5.1 — General Powers
The Organization shall be governed by a board of directors, which shall have all the rights, powers, privileges and limitation of liability. The board shall establish policies and directive governing business and programs and shall delegate board members at a board meeting at which a quorum is present.
Section 5.2 — Number, Tenure, and Qualifications of Directors
All appointed to the Board shall be for a team of 3 years. No person shall serve more than 2 consecutive terms unless a majority of the boards, votes to appoint a board members 2 additional year(s).
Section 5.3 - Resignation of Directors
A Director may resign at any time by delivering written notice to the Board of
Directors, its Chairman, the Vice Chair, or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at the later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
Section 5.4 — Removal of Directors
A Director may be removed, with or without cause, if a majority of the Directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Notice must be sent to all Directors stating that the purpose or one of the purposes, of the meeting is the removal of the Director.
Section 5.5 — Board of Director Vacancies
If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Directors shall fill the vacancy, subject to the classification requirements of Section 5.2 of these By Laws above. If the Directors remaining in office constitute fewer than a quorum of the Board, they shall fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. If a Director resigns effective at a specific later date, the Directors may fill the vacancy before the vacancy occurs, but the new Director may not take office until the vacancy actually occurs.
Section 5.6 — Regular Meetings of the Board of Directors
The Board of Directors shall hold a regular meeting at least twice per quarter. One of these quarterly meetings shall be designated as the Board’s annual business
meeting. Two of the quarterly meetings will include the electing of Directors. The
Board may provide, by resolution, the date, time and place Regular meetings may be held by teleconference, if convened according to Section 5.8.
Section 5.7 — Special Meetings of the Board of Directors
The presiding Chair of the Board, the Vice Chair, or one-third (1/3) of the Directors then in office may call and give notice of special meetings of the Board of Directors. Those authorized to call special Board meetings may fix any place within the Organization’s principal office as the special meeting place. Special Board of Director meetings may be held by conference telephone, if convened in accordance with Section 5.8.
Section 5.8 — Board of Director Meetings by Conference Telephone
If authorized by the Board of Directors, or any designated committee of the
Organization may participate in a Board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting (see Section 5.9), and provided all persons participating in the meeting can hear each other at the same time. A Director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.
Section 5.9 — Notice of, and Waiver of Notice for, Special Director Meetings
(a) Notice. The Corporation's Secretary shall give either oral or written notice of any special Director meeting at least 5 business days before the meeting. The notice shall include the meeting place, day and hour. If the meeting is to be held by conference telephone, (regardless of whether it is regular or special), the Secretary must provide instructions for participating in the telephone meeting.
(b) Effective date. If mailed, notice of any Director meeting shall be deemed to be effective at the earlier of:
(c) Waiver of Notice. Any Director may waive notice of any meeting. The waiver
must be in writing, signed by the Director entitled to the notice, and filed with the
minutes or corporate records. A Director's attendance at a meeting waives the Director's right to object to lack of notice or defective notice of the meeting; this shall be true unless the Director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting. Neither the Secretary nor Director needs to specify in the notice or waiver of notice the business to be transacted at, or the purpose of, any special Board meeting.
Section 5.10 — Director Quorum
A majority of the number of Directors in office immediately before any meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting.
Section 5.11 — Directors, Manner of Acting
(a) Required Number to Constitute Act. The act of a majority of the Directors
present at a meeting at which a quorum is present (when the vote is taken) shall be
the act of the Board of Directors. If no quorum is present at a meeting of Directors, the Directors may not take action on any Board matter other than to adjourn the
meeting to a later date.
(b) Director Approval. The Organization shall deem a Director to have approved of an action taken if the Director is present at a meeting of the Board unless:
Section 5.12 — Conduct of Board of Director Meetings
The Chairman, or in the Chairman's absence, the Vice Chair, or in their absence, any person chosen by the Directors present shall call the meeting of the Directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson's designee, shall establish rules of the meeting that will freely facilitate debate and decision-making. The chairperson will indicate who may speak when and when a vote will be taken. Board meetings are closed unless a guest is invited to attend. If guests are present they speak only if the Chair calls on them. The Secretary of the Organization shall act as the Secretary of all meetings of the Directors, but in the Secretary's absence, the presiding officer may appoint any other person to act as the Secretary of the meeting. The Board shall exercise the option of using a Consent Agenda as needed and the agenda items will be sent out in advance for review.
Section 5.13 — Director Action Without a Meeting
The Directors may act on any matter generally required or permitted at a Board meeting, without actually meeting, if all the Directors take the action, each one signs either before or after the action taken a written consent describing the action taken, and the Directors file all the consents with the records of the Organization. Action taken by consents is effective when the last Director signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Director. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.
Section 5.14 —Board Committees
(a) Creation of Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors and others to serve.
(b) Selection of Board Committee Members. To create a committee and appoint members to it, the Board must acquire approval by the majority of all the existing Directors when the action is taken.
(c) Required Procedures. Sections 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14 of this
Article V, which govern meetings, notice and waiver of notice, quorum and voting
requirements, conduct of the Board of Directors, and action without meetings apply to committees and their members. In addition, the committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. The committees are subject to all the procedural rules governing the operation of the Board itself.
(d) Authority. Each committee may exercise the specific Board authority that the Board of Directors confers upon the committee in the resolution creating the committee. Provided, however, a committee may not:
(e) Other Committees. Committees not exercising the power of the Board of Directors shall have at least one Director and may have members representing
complementary organizations or the general public.
Section 5.15— Compensation, Loans to, or Guarantees for Directors
(a) Director Compensation. The Organization shall pay each Director for any reasonable, pre-approved and documented expenses incurred as a result of attendance at any meeting of the Board, committee meeting, expenses incurred on behalf of the Organization in furtherance of their service as Directors. Authorized in advance, based on majority vote of Directors.
(b) Loans to or Guaranties for Directors. The Organization may not lend money to or guarantee the obligation of a Director of the Organization.
The Organization shall be governed by a board of directors, which shall have all the rights, powers, privileges and limitation of liability. The board shall establish policies and directive governing business and programs and shall delegate board members at a board meeting at which a quorum is present.
Section 5.2 — Number, Tenure, and Qualifications of Directors
All appointed to the Board shall be for a team of 3 years. No person shall serve more than 2 consecutive terms unless a majority of the boards, votes to appoint a board members 2 additional year(s).
Section 5.3 - Resignation of Directors
A Director may resign at any time by delivering written notice to the Board of
Directors, its Chairman, the Vice Chair, or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at the later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
Section 5.4 — Removal of Directors
A Director may be removed, with or without cause, if a majority of the Directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Notice must be sent to all Directors stating that the purpose or one of the purposes, of the meeting is the removal of the Director.
Section 5.5 — Board of Director Vacancies
If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Directors shall fill the vacancy, subject to the classification requirements of Section 5.2 of these By Laws above. If the Directors remaining in office constitute fewer than a quorum of the Board, they shall fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. If a Director resigns effective at a specific later date, the Directors may fill the vacancy before the vacancy occurs, but the new Director may not take office until the vacancy actually occurs.
Section 5.6 — Regular Meetings of the Board of Directors
The Board of Directors shall hold a regular meeting at least twice per quarter. One of these quarterly meetings shall be designated as the Board’s annual business
meeting. Two of the quarterly meetings will include the electing of Directors. The
Board may provide, by resolution, the date, time and place Regular meetings may be held by teleconference, if convened according to Section 5.8.
Section 5.7 — Special Meetings of the Board of Directors
The presiding Chair of the Board, the Vice Chair, or one-third (1/3) of the Directors then in office may call and give notice of special meetings of the Board of Directors. Those authorized to call special Board meetings may fix any place within the Organization’s principal office as the special meeting place. Special Board of Director meetings may be held by conference telephone, if convened in accordance with Section 5.8.
Section 5.8 — Board of Director Meetings by Conference Telephone
If authorized by the Board of Directors, or any designated committee of the
Organization may participate in a Board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting (see Section 5.9), and provided all persons participating in the meeting can hear each other at the same time. A Director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.
Section 5.9 — Notice of, and Waiver of Notice for, Special Director Meetings
(a) Notice. The Corporation's Secretary shall give either oral or written notice of any special Director meeting at least 5 business days before the meeting. The notice shall include the meeting place, day and hour. If the meeting is to be held by conference telephone, (regardless of whether it is regular or special), the Secretary must provide instructions for participating in the telephone meeting.
(b) Effective date. If mailed, notice of any Director meeting shall be deemed to be effective at the earlier of:
- 5 business days after deposited in the United States mail, addressed to the Director's business office, with postage prepaid; or
- the date shown on the return receipt (if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the Director); or
- the date when received.
(c) Waiver of Notice. Any Director may waive notice of any meeting. The waiver
must be in writing, signed by the Director entitled to the notice, and filed with the
minutes or corporate records. A Director's attendance at a meeting waives the Director's right to object to lack of notice or defective notice of the meeting; this shall be true unless the Director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting. Neither the Secretary nor Director needs to specify in the notice or waiver of notice the business to be transacted at, or the purpose of, any special Board meeting.
Section 5.10 — Director Quorum
A majority of the number of Directors in office immediately before any meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting.
Section 5.11 — Directors, Manner of Acting
(a) Required Number to Constitute Act. The act of a majority of the Directors
present at a meeting at which a quorum is present (when the vote is taken) shall be
the act of the Board of Directors. If no quorum is present at a meeting of Directors, the Directors may not take action on any Board matter other than to adjourn the
meeting to a later date.
(b) Director Approval. The Organization shall deem a Director to have approved of an action taken if the Director is present at a meeting of the Board unless:
- the Director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting specified business at the meeting; or
- the Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
- the Director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Organization immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.
Section 5.12 — Conduct of Board of Director Meetings
The Chairman, or in the Chairman's absence, the Vice Chair, or in their absence, any person chosen by the Directors present shall call the meeting of the Directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson's designee, shall establish rules of the meeting that will freely facilitate debate and decision-making. The chairperson will indicate who may speak when and when a vote will be taken. Board meetings are closed unless a guest is invited to attend. If guests are present they speak only if the Chair calls on them. The Secretary of the Organization shall act as the Secretary of all meetings of the Directors, but in the Secretary's absence, the presiding officer may appoint any other person to act as the Secretary of the meeting. The Board shall exercise the option of using a Consent Agenda as needed and the agenda items will be sent out in advance for review.
Section 5.13 — Director Action Without a Meeting
The Directors may act on any matter generally required or permitted at a Board meeting, without actually meeting, if all the Directors take the action, each one signs either before or after the action taken a written consent describing the action taken, and the Directors file all the consents with the records of the Organization. Action taken by consents is effective when the last Director signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Director. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.
Section 5.14 —Board Committees
(a) Creation of Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors and others to serve.
(b) Selection of Board Committee Members. To create a committee and appoint members to it, the Board must acquire approval by the majority of all the existing Directors when the action is taken.
(c) Required Procedures. Sections 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14 of this
Article V, which govern meetings, notice and waiver of notice, quorum and voting
requirements, conduct of the Board of Directors, and action without meetings apply to committees and their members. In addition, the committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. The committees are subject to all the procedural rules governing the operation of the Board itself.
(d) Authority. Each committee may exercise the specific Board authority that the Board of Directors confers upon the committee in the resolution creating the committee. Provided, however, a committee may not:
- approve the dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Organization's assets;
- elect, appoint, or remove Directors or fill vacancies on the Board of Directors or on any of its committees; or
- adopt, amend, or repeal the articles of incorporation or bylaws.
(e) Other Committees. Committees not exercising the power of the Board of Directors shall have at least one Director and may have members representing
complementary organizations or the general public.
Section 5.15— Compensation, Loans to, or Guarantees for Directors
(a) Director Compensation. The Organization shall pay each Director for any reasonable, pre-approved and documented expenses incurred as a result of attendance at any meeting of the Board, committee meeting, expenses incurred on behalf of the Organization in furtherance of their service as Directors. Authorized in advance, based on majority vote of Directors.
(b) Loans to or Guaranties for Directors. The Organization may not lend money to or guarantee the obligation of a Director of the Organization.
ARTICLE VI. OFFICERS
Section 6.1 — Number of Officers Required
The officers of the Organization shall be a Chairman, a Vice Chair, a Secretary, and a Treasurer. All officers of the Organization must be Directors of the organization. The Board of Directors shall elect each of these officers. The Board may appoint other officers and assistant officers if it deems it necessary. If the Board of Directors specifically authorizes an officer to appoint one or more officers or assistant officers, the officer may do so. The same individual may simultaneously hold more than one position in the Organization, but only have one vote.
Section 6.2 — Appointment and Term of Office
The Board of Directors shall elect officers of the Organization for a term that the Board determines. If the Board does not specify a term, the officers shall hold office for one year or, within that year, until they resign, die or are removed in a manner provided in Section 6.3 of Article VI. A designation of a specified term does not grant to the officer any contract rights, and the Board can remove the officer at any time prior to the termination of the designated term.
Section 6.3 — Resignation and Removal of Officers
An officer may resign at any time by delivering notice to the Organization. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If the resignation is made effective at a later date and the Organization accepts the future effective date, it may fill the pending vacancy before the effective date if the successor does not take office until the effective date. The Board of Directors may remove any officer or agent at any time with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. The Board's appointment of an officer or agent shall not of itself create contract rights.
Section 6.4 - Chairman
The Chairman shall preside over all meetings of the Board of Directors. In addition, s/he shall oversee all fundraising efforts of the Organization, serve as the liaison between the public and the Organization, direct outreach efforts; and organize and negotiate partnerships and agreements with governmental entities and complementary institutions and organizations. S/he may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Organization.
Section 6.5 — Vice Chair
The Vice Chair shall preside over all meetings of the Board of Directors in the
absence of the Chairman; share with the Chairman the overall leadership responsibility for the Organization. S/he may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Organization.
Section 6.7 — Secretary
The Secretary shall in good faith:
Section 6.8 — Treasurer
The Treasurer shall in good faith, working with the Executive Director and any
appropriate committees:
Section 6.9 — Loans to or Guarantees for Officers
This Organization may not lend money to or guarantee the obligation of any officer of this Organization.
Section 6.10 — Compensation of Officers and Employees
The Organization shall compensate officers and employees in accordance with the provisions of Articles VII, VIII and IX below.
The officers of the Organization shall be a Chairman, a Vice Chair, a Secretary, and a Treasurer. All officers of the Organization must be Directors of the organization. The Board of Directors shall elect each of these officers. The Board may appoint other officers and assistant officers if it deems it necessary. If the Board of Directors specifically authorizes an officer to appoint one or more officers or assistant officers, the officer may do so. The same individual may simultaneously hold more than one position in the Organization, but only have one vote.
Section 6.2 — Appointment and Term of Office
The Board of Directors shall elect officers of the Organization for a term that the Board determines. If the Board does not specify a term, the officers shall hold office for one year or, within that year, until they resign, die or are removed in a manner provided in Section 6.3 of Article VI. A designation of a specified term does not grant to the officer any contract rights, and the Board can remove the officer at any time prior to the termination of the designated term.
Section 6.3 — Resignation and Removal of Officers
An officer may resign at any time by delivering notice to the Organization. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If the resignation is made effective at a later date and the Organization accepts the future effective date, it may fill the pending vacancy before the effective date if the successor does not take office until the effective date. The Board of Directors may remove any officer or agent at any time with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. The Board's appointment of an officer or agent shall not of itself create contract rights.
Section 6.4 - Chairman
The Chairman shall preside over all meetings of the Board of Directors. In addition, s/he shall oversee all fundraising efforts of the Organization, serve as the liaison between the public and the Organization, direct outreach efforts; and organize and negotiate partnerships and agreements with governmental entities and complementary institutions and organizations. S/he may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Organization.
Section 6.5 — Vice Chair
The Vice Chair shall preside over all meetings of the Board of Directors in the
absence of the Chairman; share with the Chairman the overall leadership responsibility for the Organization. S/he may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Organization.
Section 6.7 — Secretary
The Secretary shall in good faith:
- Create and maintain one or more books for the minutes of the proceedings of the Board of Directors;
- Provide that all notices are served in accordance with these bylaws or as required by law;
- Be custodian of the Organization’s records;
- When requested or required, authenticate any records of the Organization;
- Keep a current register of the post office address of each Director; and
- In general perform all duties incident to the office of Secretary and any other duties that the President or the Board may assign to the Secretary.
Section 6.8 — Treasurer
The Treasurer shall in good faith, working with the Executive Director and any
appropriate committees:
- Maintain accurate and complete financial records including monitoring income and expenditures against projections and reviewing and recommending financial control polities to the board;
- Oversee that accurate, timely and meaningful financial information is prepared for the board;
- Oversee budget preparation and financial planning;
- Work to safeguard the organization’s assets;
- Oversee compliance with federal state and other requirements related to the organization’s finances;
- Act as principal contact between the Board and appropriate committees on financial matters.
Section 6.9 — Loans to or Guarantees for Officers
This Organization may not lend money to or guarantee the obligation of any officer of this Organization.
Section 6.10 — Compensation of Officers and Employees
The Organization shall compensate officers and employees in accordance with the provisions of Articles VII, VIII and IX below.
ARTICLE VII. INDEMNIFICATION OF DIRECTORS, OFFICERS AGENTS, AND EMPLOYEES
Section 7.1 — Indemnification of Directors
(a) General. An individual made a party to a proceeding because the individual is or was a Director of the Organization may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:
(c) Standard of Conduct. The individual shall demonstrate that:
(d) No Indemnification Permitted in Certain Circumstances. The Organization shall not indemnify a Director under this Section 7.1 if:
(e) Indemnification Limited. Indemnification permitted under this Section 7.1 in connection with a proceeding by the Organization is limited to the reasonable expenses incurred in connection with the proceeding.
Section 7.2 — Advance Expenses for Directors
The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a Director who is a party to a proceeding if:
Section 7.3 — Indemnification of Officers, Agents and Employees
The Board of Directors may choose to indemnify and advance expenses to any officer, employee, or agent of the Organization applying those standards described in sections 7.1 and 7.2 of Article VII.
Section 7.4 — Mandatory Indemnification
Notwithstanding any other provisions of these bylaws, the Organization shall indemnify a Director or officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer was a party because he or she is or was a Director or officer of the Organization, against expenses incurred by the Director or officer in connection with the proceeding.
(a) General. An individual made a party to a proceeding because the individual is or was a Director of the Organization may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:
- determined permissible and
- authorized, as defined in subsection (b) of this Section 5.1 (The indemnification is further subject to the limitation specified in subsection (d) of 5.1.)
- Determination. Determination has been made in accordance with procedures set forth in the Virginia Nonprofit Corporation Act that the Director met the standard of conduct set forth in subsection (c) below, and
- Authorization. Payment has been authorized in accordance with procedures listed in the Virginia Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the Organization has the financial ability to make the payment, and the financial resources of the Organization should be devoted to this use rather than some other use by the Organization.
(c) Standard of Conduct. The individual shall demonstrate that:
- the individual acted in good faith; and
- the individual reasonably believed:
- in acting in an official capacity with the Organization, that the individual's conduct was in the Organization's best interests;
- in all other cases, that the individual's conduct was at least not opposed to the Organization's best interests; and
- in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful. A Director's conduct with respect to an employee benefit plan for a purpose the Director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subsection (c)(2)(ii). The termination of a proceeding by judgment, order settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, a determination that the Director did not meet the standard of conduct described in this Section.
(d) No Indemnification Permitted in Certain Circumstances. The Organization shall not indemnify a Director under this Section 7.1 if:
- the Director was adjudged liable to the Organization in a proceeding by or in the right of the Organization; or
- the Director was adjudged liable in any other proceeding charging that the Director improperly received personal benefit, whether or not the individual acted in an official capacity
(e) Indemnification Limited. Indemnification permitted under this Section 7.1 in connection with a proceeding by the Organization is limited to the reasonable expenses incurred in connection with the proceeding.
Section 7.2 — Advance Expenses for Directors
The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a Director who is a party to a proceeding if:
- by following the procedures of the Virginia Nonstock Corporation Act the Board of Directors determined that the Director met requirements (3)- (5) listed below; and
- the Board of Directors authorized an advance payment to a Director; and
- the Director has furnished the Organization with a written affirmation of the Director's good faith belief that the Director has met the standard of conduct described in Section 5.1 of Article V; and
- the Director has provided the Organization with a written undertaking executed personally or on the Director's behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct; the Director's undertaking must be an unlimited general obligation, but need not be secured, and the Organization may accept the undertaking without reference to financial ability to make repayment; and
- the Board of Directors determines that the facts then known to it would not preclude indemnification under Section 7.1 of this Article VII or the Virginia Nonprofit Corporation Act.
Section 7.3 — Indemnification of Officers, Agents and Employees
The Board of Directors may choose to indemnify and advance expenses to any officer, employee, or agent of the Organization applying those standards described in sections 7.1 and 7.2 of Article VII.
Section 7.4 — Mandatory Indemnification
Notwithstanding any other provisions of these bylaws, the Organization shall indemnify a Director or officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer was a party because he or she is or was a Director or officer of the Organization, against expenses incurred by the Director or officer in connection with the proceeding.
ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
Section 8.1 — Contracts
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the Organization and such authorization may be general or confined to specific instruments.
Section 8.2 — Loans
The Organization shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the Board of Directors authorizes such a contract by resolution. The Organization shall not allow anyone to issue evidence of the Organization's indebtedness unless the Board of Directors authorizes the issuance by resolution. The authorization may be general or specific.
Section 8.3 — Checks, Drafts, etc.
The Board of Directors shall authorize by resolution those officer(s) or agent(s) who may sign and issue all Organization checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The Board of Directors shall also determine by resolution the manner in which these documents will be signed and issued.
Section 8.4 — Deposits
The Treasurer of the Organization shall oversee the deposit of all funds of the
Organization, in banks and other depositories; the Board of Directors shall authorize by Board resolution the exact location of the banks and depositories.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the Organization and such authorization may be general or confined to specific instruments.
Section 8.2 — Loans
The Organization shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the Board of Directors authorizes such a contract by resolution. The Organization shall not allow anyone to issue evidence of the Organization's indebtedness unless the Board of Directors authorizes the issuance by resolution. The authorization may be general or specific.
Section 8.3 — Checks, Drafts, etc.
The Board of Directors shall authorize by resolution those officer(s) or agent(s) who may sign and issue all Organization checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The Board of Directors shall also determine by resolution the manner in which these documents will be signed and issued.
Section 8.4 — Deposits
The Treasurer of the Organization shall oversee the deposit of all funds of the
Organization, in banks and other depositories; the Board of Directors shall authorize by Board resolution the exact location of the banks and depositories.
ARTICLE IX. PROHIBITED TRANSACTIONS
Section 9.1 — Prohibited Transactions
(a) Prohibition Against Sharing in Organization Earnings. No Director, officer, employee, committee member, or person connected with the Corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the Organization; provided that this shall not prevent the Organization's payment to any person of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as determined by the Board of Directors subject to these Bylaws.
(b) Other Prohibitions. Neither the Organization, nor its Directors, nor its officers have any power to cause the Organization to do any of the following with Related Parties:
Section 9.2 — Prohibited Activities.
Notwithstanding any other provisions of these bylaws, no Director, officer, employee or representative of the Organization shall take any action or carry on any activity by or on behalf of the Organization not permitted to be taken or carried on by an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.
Section 9.3 — Organization Funds Used for Indemnification
Organization funds may be used to benefit Directors, officers, employees and agents by way of indemnification, but only if such indemnification is authorized by Article V of these bylaws.
(a) Prohibition Against Sharing in Organization Earnings. No Director, officer, employee, committee member, or person connected with the Corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the Organization; provided that this shall not prevent the Organization's payment to any person of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as determined by the Board of Directors subject to these Bylaws.
(b) Other Prohibitions. Neither the Organization, nor its Directors, nor its officers have any power to cause the Organization to do any of the following with Related Parties:
- make any substantial purchase of securities or other property, for more than adequate consideration in money or monies worth;
- sell any substantial part of its assets or other property, for less than an adequate consideration in money or monies worth. For the purpose of this subsection, Related Parties means any person who has made a substantial contribution to the Organization, or with a brother, sister, spouse, ancestor, or lineal descendant of the person giving, a domestic partner, anyone living in the household, or any business associate, or with an Organization directly or indirectly controlled by the person giving. This prohibition operates concurrently with the conflict of interest policies outlined in Article VIII below.
Section 9.2 — Prohibited Activities.
Notwithstanding any other provisions of these bylaws, no Director, officer, employee or representative of the Organization shall take any action or carry on any activity by or on behalf of the Organization not permitted to be taken or carried on by an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.
Section 9.3 — Organization Funds Used for Indemnification
Organization funds may be used to benefit Directors, officers, employees and agents by way of indemnification, but only if such indemnification is authorized by Article V of these bylaws.
ARTICLE X. CONFLICTS OF INTEREST
Section 10.1 — Disclosure of Financial Interests
To identify possible conflicts of interest, all Directors, officers, and members of any committee exercising Board-delegated powers must disclose to the Board, or to the members of such committee, the existence of any financial interest in any entity with which s/he knows or has reason to know the Organization or any legally related organization has or is negotiating a transaction or arrangement, and all material facts related to that interest. "Financial interests"; includes any direct or indirect relationship, through business, investment, or family, such as actual or potential ownership or investment interests or compensation arrangements. Directors shall also disclose any fiduciary duty to a person or entity other than the Organization that might jeopardize the Director's ability to exercise independent judgment and act in the best interests of the Organization. The fact that a Director, officer, or committee member is also a Director or officer or member of a not-for-profit organization that obtains or seeks funds from institutions or individuals from which the Organization also obtains or seeks funds shall not by itself be deemed to be a conflict of interest.
Section 10.2 — Determination of Conflicts of Interest
After the interested person has delivered all relevant information and has retired from the room, the Board or committee must determine whether or not the financial interest creates a conflict of interest that merits recusal of the interested Director from consideration of the matter.
Section 10.3 — Resolution of Conflicts of Interest
If the Board determines that a conflict of interest does exist, it must ensure that the interested Director(s) do not participate in final decision making with regard to the transaction. The Board may approve the transaction or arrangement, or some alternative if it determines it: (i) is in the organization's best interests and for its own benefit; (ii) is fair and reasonable to the organization; and (iii) is the most advantageous transaction or arrangement the organization can obtain with reasonable efforts under the circumstances.
Section 10.4 — Violation of Conflict of Interest Policy
If an officer, Director, or member of a committee with Board-delegated powers violates this conflict of interest policy, the Board, in order to protect the Organization's best interests, may take appropriate disciplinary action against the interested person. Such action may include formal reprimand, cancellation of the transaction or arrangement generating the conflict, suspension of employment, and/or removal from the Board.
Section 10.5 — Distribution of Conflict of Interest Policy
All officers, Directors, and members of committees with Board-delegated powers shall receive a copy of the Conflict of Interest Policy, as it appears in these By-laws. All officers, Directors, and members of committees with Board-delegated powers shall sign an annual statement declaring that the person: received a copy of the policy; has read and understands the policy; and agrees to comply with the policy.
To identify possible conflicts of interest, all Directors, officers, and members of any committee exercising Board-delegated powers must disclose to the Board, or to the members of such committee, the existence of any financial interest in any entity with which s/he knows or has reason to know the Organization or any legally related organization has or is negotiating a transaction or arrangement, and all material facts related to that interest. "Financial interests"; includes any direct or indirect relationship, through business, investment, or family, such as actual or potential ownership or investment interests or compensation arrangements. Directors shall also disclose any fiduciary duty to a person or entity other than the Organization that might jeopardize the Director's ability to exercise independent judgment and act in the best interests of the Organization. The fact that a Director, officer, or committee member is also a Director or officer or member of a not-for-profit organization that obtains or seeks funds from institutions or individuals from which the Organization also obtains or seeks funds shall not by itself be deemed to be a conflict of interest.
Section 10.2 — Determination of Conflicts of Interest
After the interested person has delivered all relevant information and has retired from the room, the Board or committee must determine whether or not the financial interest creates a conflict of interest that merits recusal of the interested Director from consideration of the matter.
Section 10.3 — Resolution of Conflicts of Interest
If the Board determines that a conflict of interest does exist, it must ensure that the interested Director(s) do not participate in final decision making with regard to the transaction. The Board may approve the transaction or arrangement, or some alternative if it determines it: (i) is in the organization's best interests and for its own benefit; (ii) is fair and reasonable to the organization; and (iii) is the most advantageous transaction or arrangement the organization can obtain with reasonable efforts under the circumstances.
Section 10.4 — Violation of Conflict of Interest Policy
If an officer, Director, or member of a committee with Board-delegated powers violates this conflict of interest policy, the Board, in order to protect the Organization's best interests, may take appropriate disciplinary action against the interested person. Such action may include formal reprimand, cancellation of the transaction or arrangement generating the conflict, suspension of employment, and/or removal from the Board.
Section 10.5 — Distribution of Conflict of Interest Policy
All officers, Directors, and members of committees with Board-delegated powers shall receive a copy of the Conflict of Interest Policy, as it appears in these By-laws. All officers, Directors, and members of committees with Board-delegated powers shall sign an annual statement declaring that the person: received a copy of the policy; has read and understands the policy; and agrees to comply with the policy.
ARTICLE XI. COMPENSATION
Section 11.1 — Compensation Policy
In establishing appropriate compensation levels, whether as employees or under contractual arrangements, for an individual who is a Director, officer, member of a committee with Board-delegated powers, or anyone else exercising substantial influence over the Corporation, in addition to complying with the other provisions of this conflict of interest policy, the Board or committee shall:
Section 11.2 — Compensation Committee
The Board may, if it chooses, establish a compensation committee to set appropriate levels of compensation. A compensation committee shall consist solely of disinterested persons with respect to the transaction in question and shall follow the above-outlined procedures.
In establishing appropriate compensation levels, whether as employees or under contractual arrangements, for an individual who is a Director, officer, member of a committee with Board-delegated powers, or anyone else exercising substantial influence over the Corporation, in addition to complying with the other provisions of this conflict of interest policy, the Board or committee shall:
- recuse/exclude members who receive directly or indirectly any portion of their income from the Organization;
- rely on appropriate comparative data, including comparable agreements in similar organizations; compensation levels for similar positions in both exempt and taxable organizations; and regional economic data; and
- document the bases upon which it relies for its compensation determinations
- maintain minutes which reflect those directors present and voting for (and against) the compensation.
Section 11.2 — Compensation Committee
The Board may, if it chooses, establish a compensation committee to set appropriate levels of compensation. A compensation committee shall consist solely of disinterested persons with respect to the transaction in question and shall follow the above-outlined procedures.
ARTICLE XII. AMENDMENTS
Section 12.1 — Amendments
These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire Board of Directors.
Section 12.2 — Adoption History
These bylaws were adopted by the unanimous consent of the Board of Directors on the Fifth Day of May 2020.
These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire Board of Directors.
Section 12.2 — Adoption History
These bylaws were adopted by the unanimous consent of the Board of Directors on the Fifth Day of May 2020.
