VIRGINIA ASSOCIATION OF SOIL AND WATER CONSERVATION DISTRICTS
ARTICLES OF INCORPORATION
In order to form a non-stock corporation under Chapter 10 of Title 13.1 of the Code of Virginia, as amended, the following Articles of Incorporation are hereby adopted and set forth.
ARTICLE I –Name
The name of the corporation (hereafter the “Association”) is Virginia Association of Soil and Water Conservation Districts.
ARTICLE II –Purpose
1. Each Soil and Water Conservation District is “a political subdivision of this Commonwealth” under Section 10.1-538 of the Soil and Water Conservation Districts Law of the Commonwealth of Virginia and “any two or more districts may cooperate in the exercise of any or all powers conferred in this chapter,” under Section 10.1-549. The Soil and Water Conservation Districts of the Commonwealth of Virginia establish this Association as a means of coordinating and enhancing their efforts to fulfill their statutoryresponsibilities for the preservation of the Commonwealth’s soil and water resources necessary to protect and promote health, safety, and general welfare of Virginia’s citizens.
2. The Association will operate under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.
3. The Association shall have and shall exercise all of the corporate powers of a non-stock corporation as provided by the laws of the Commonwealth of Virginia, to the extent that such laws are not otherwise inconsistent with the provisions of these Articles of Incorporation.
ARTICLE III –Members
Each director of a district created under the provisions of the Virginia Soil and Water Conservation Districts Laws shall automatically become a voting member of this Association. All voting members shall have the right to vote on election of Officers of the Association and all matters referred to the membership for action and to hold any Association office except that they may not continue in or accept such office if they accept appointment as a member of the Virginia Soil and Water Conservation Board. All directors of the districts in a Geographic Area of Virginia, as defined by the Bylaws of this Association, shall have the right to vote on election of an Area Chair and Area Vice Chair of the Area.
ARTICLE IV –Directors
The Officers and the Area Chairs shall constitute the Board of Directors, with authority to act for the Association when it is not in regular session or between meetings of the Members. All actions taken by the Board of Directors must be ratified by the Members at the following annual meeting or at a special meeting called for the purpose of approving and ratifying specific actions previously taken by the Board of Directors. The names and addresses of the persons who are to serve as the initial Directors are:
EDWARD T. OVERTON, JR. WARD ROBENS E. KEITH SEWARD
118 Duer Lane 2505 Maple Avenue P. O. Box 207
Williamsburg, VA 23188 Buena Vista, VA 24416 Surry, VA 23383
LOU ANN JESSEE WALLACE JAMES B. CHRISTIAN JOHN PETERSON
P. O. Box 1019 16635 Mosswood Drive 9304 Lundy Court
16625 Russell St. Hamilton, VA 20158 Burke, VA 22015
St. Paul, VA 24283
LINDA S. CAMPBELL DONALD A. BAGSHAWDONALD L. WELLS
2974 Stonyman Road 11234 1 Lawyers Road8036 Dunwoody Drive
Luray, VA 22835 Prince George, VA 23875Mechanicsville, VA 23111
JOHN M. BRITTON, SR.DR. WILKIE CHAFFINRICHARD CHAFFIN
Route 2, Box 342747 Singleton RoadP.O. Box 827
Ewing, VA 24243Pamplin, VA 23958Forest, VA 24551-0827
The terms and replacement procedures for members of the Board of Directors to the extent not inconsistent with these Articles will be specified in the ByLaws of the Association.
ARTICLE V –Registered Office and Registered Agent
The initial registered agent of the corporation isEdward T. Overton,Jr., who is a resident of Virginia and a Director of the Association and whose business address is the same as the address of the registered office of this Association and is in the County of Hanover, Virginia. The address of the initial registered office of this Corporation is
7308 Hanover Green Drive, Suite 100
Mechanicsville, VA 23111
ARTICLE VI –Indemnification
Each person now or hereafter a Director of the Association (and his/her heirs, executors, and administrators) shall be indemnified by the Association against all claims, liabilities, judgments, settlements, costs and expenses, including attorneys’ fees, imposed upon reasonable expenses occurred by the director in connection with or resulting from any action suit, proceeding or claim to which the Director is or may be a party by reason of being or having been an Officer or an Area Chair of the Association (whether or not a director at the time of such costs or expenses are incurred by or imposed), except in relation to matters in which he/she shall have been fully adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duties as a director. In the event of a settlement, the indemnification shall be made only if the Association shall be advised by the Board of Directors of the Association, and otherwise by independent counsel to be appointed by the Board of Directors, that in its or his/her opinion the Director was not guilty of gross negligence or willful misconduct in the performance of his/her duties, and that such settlement was or is in the best interest of the Association. If the determination is to be made by the Board of Directors, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which the Director may be entitled under any by-law, agreement, or otherwise.
ARTICLE VII –Dissolution
Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine and whose purposes are not inimical to those of the Association.
ARTICLE VIII –Amendments
All provisions of these Articles of Incorporation shall be subject to amendment, consistent with the laws of the Commonwealth of Virginia and Section 501(c)(5) of the Internal Revenue Codeof 194, 86, as amended, or the corresponding section of any future federal tax code, by a vote of two-thirds of the members of the Board of Directors.
VIRGINIA ASSOCIATION OF SOIL AND WATER CONSERVATION DISTRICTS
BYLAWS
Article 1 – Name and Offices
The Corporation’sname is the Virginia Association of Soil and Water Conservation Districts, and it may be referred to herein as the “Association.” The Association may have offices and places of business at locations within the Commonwealth of Virginia as determined by the Association’s Board of Directors.
Article 2 – Members
Each elected or appointed director of a district created under the provisions of the Virginia Soil and Water Conservation District Laws shall automatically become a voting member of the Association. All voting members shall have the right to vote on election of officers of the Association and on all matters referred to the membership for action, and to hold any Association office.
Article 2 – Definitions
a. “Association” shall mean Virginia Association of Soil and Water Conservation Districts.
b. “Member” shall be all elected and appointed Directors of a District created under the provisions of the Virginia Soil and Water Conservation District Laws and who are currently serving. Members are entitled to vote with respect to all business of the Virginia Association of Soil and Water Conservation Districts.
c. “Annual Meeting” means the multi-day educational meeting annually conducted at a central location.
d. “Business Meeting” means the meeting of Members held for the purpose of conducting business of the Association. The “Annual Business Meeting” shall be held on the first or second day of the Annual Meeting, and Business Meetings shall be held at such times as permitted by Article 11 hereof. The Association shall give all Members at least 60 days Notice of Business Meetings.
e. “Notice” shall mean a written notice to all Members and Districts, by e-mail. In the event the Member does not have e-mail, notice to the District shall be deemed sufficient. Such Notice shall state the time and place of the meeting, the general business to be conducted, and an Agenda listing all matters to be considered and voted on in the Meeting. Members and the Districts shall be responsible for providing the Association with correct addresses of all Directors.
f. “Agenda” shall mean a separate listing of each item of business intended to be presented for action at forthcoming Business Meetings. It should be in sufficient detail to put all Members on notice of the matters to be considered.
Article 3 – Government
a. The Association shall be governed by the Association’s Articles of Incorporation, these Bylaws, and Robert’s Rules of Order Newly Revised, when these Rules are not inconsistent with the Articles of Incorporation or the Bylaws.
b. The Association shall be governed by a Board of Directors. The election procedure and duties of Association Directors are described in Article 6 and Article 7.
Article4 – Association Purpose
a. Each Soil and Water Conservation District is "a political subdivision of this Commonwealth" under Section 10.1-538 of the Soil and Water Conservation Districts Law of the Commonwealth of Virginia and "any two or more districts may cooperate in the exercise of any or all powers conferred in this chapter,” under Section 10.1-549. As set forth in the Articles of Incorporation, the Soil and Water Conservation Districts of the Commonwealth of Virginia establish this Association as a means of coordinating and enhancing their efforts to fulfill their constitutional responsibilities for the preservation of the Commonwealth's soil and water resources necessary to protect and promote health, safety, and general welfare of Virginia’s citizens.
b. The Association will operate under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.
c. The Association shall have and shall exercise all of the corporate powers of a non-stock corporation as provided by the laws of the Commonwealth of Virginia, to the extent that such laws are not otherwise inconsistent with the provisions of these Bylaws.
d. The Association’s purposes shall also be to serve as a central means of determining and implementing the program objectives and financial requirements as determined by its constituent districts.
e. The Association’s further purposes shall be to study and evaluate the nature and scope of the total natural resource conservation program in the Commonwealth of Virginia and to give guidance to districts in developing plans of action for accomplishing each district’s conservation goals.
Article 5 – Association Authority and Responsibility
a. The Association shall provide leadership and assistance to Districts in achieving their natural resource conservation goals, including, but not limitedto, the following areas:
1) Administrative activities and representing districts in relationships with profit and non-profit organizations.
2) Government Relations, including, but not limited to, representing districts before the General Assembly, Governor’s Office, the Natural Resources Secretariat, the Virginia Department of Conservation and Recreation, members of Congress, the USDA Natural Resources Conservation Service (NRCS) and other agencies or offices.
3) Educational, including, but not limited to, Envirothon, Youth Conservation Camp, staff training, and director training.
b. The Association shall represent districts in all district-related matters that come before the Virginia Soil and Water Conservation Board (VSWCB) as described in Section 10.1-505 of the Code of Virginia. The Association President will meet with the Virginia Soil and Water Conservation Board at least annually to present information on district goals and programs to enable the VSWCB to determine appropriate district operational funding and support essential to support district programs. The Association President may utilize other Association officers or staff to assist in this presentation. The Association President, or his/her designee, will also normally attend VSWCB meetings that are held throughout the year.
Article 6 – Officers and Their Election
a. Officers
The Association shall have the following elective officers: President, 1stVice President, 2ndVice President, Secretary/Treasurer, and National Association of Conservation Districts (NACD) Board Representative, all of whom shall be elected at the Annual Meeting of the Association, as appropriate. The most immediate past president, who is eligible and available to serve, will also be officer, with the title of Past President.
b. Terms of Office
1. The President shall serve a term of one year and may be re-elected for one additional consecutive term.
2. The 1st Vice President shall serve a term of one year and may be re-elected for one additional consecutive term.
3. The 2ndVice President shall serve a term of one year and may be re-elected for one additional consecutive term.
4. The Secretary/Treasurer shall be elected for a two-year term and may bere-elected for one additional consecutive two-year term.
5. The NACD Board Representative shall be elected for a two-year term, and may be re-elected for two additional two-year terms.
6. The Past President shall serve for such period of time as he/she is the immediate past president.
A VASWCD officer must resign from the officer position if he/she no longer serves as a director of a soil and water conservation district.
c. Nomination and Election of Officers
At least three months prior to the annual meeting of the Association, the President shall appoint a nominating committee consisting of no less than three members each from a different Area. At least three months prior to the notice should be given of the upcoming elections and invite persons interested in becoming candidates to submit a resume, to the Nominating Committee, no less than 60 days prior to the Annual Meeting. The resumes of the candidates advanced by the Nominating Committee shall be circulated by the Association no less than 45 days prior to the Annual Meeting, in accordance with the notice requirements of Article 2.e. At the Annual Meeting, said committee shall present a proposed slate of qualified candidates for the offices of President, 1st Vice President, 2nd Vice President, Secretary/Treasurer and NACD Board representative. Other nominations may be made from the floor. All Officers shall be Members.
. At the annual meeting, said committee shall present a proposed slate of candidates for the offices of President, 1st Vice President, 2nd Vice President, Secretary/Treasurer and NACD Board representative. Other nominations may be made from the floor.
d. Duties of Officers
1. The President shall be the executive head of the Association and shall preside at its meeting and at meetings of the Board of Directors.
2. The 1st Vice President shall perform the duties of the President in his/her absence, serve as coordinator of all Standing Committees, and shall perform such other duties the President or the Board of Directors may designate.
3. The 2ndVice President shall perform the duties of the 1stVice President and the President in their absence, shall coordinate the Area structure of the VASWCD with the Area Chairs, as needed for their activities, and shall perform such other duties as the President or the Board of Directors may designate.
4. The Secretary/Treasurer,in accordance with proper accounting procedures, shall be responsible for receiving all funds of the Association, making all disbursements as authorized by the Board, and investing the Association's monies as directed by the Board. The Secretary/Treasurer will also be responsible for maintaining all appropriate records for the Association.
5. The NACD Board Representative shall normally attend Regional and National NACD meetings and represent and act on behalf of the Association. The Board shall reserve the right to instruct the Board Representative with regard to any particular issue or position as it may determine or limit his/her authority to act on the issue or position until the Board has reviewed the alternatives. The Alternate NACD Board Representative shall be the Association's President or his/her designee.
6. The Past President shall provide support and assistance to the President, Association staff, Executive Committee, and Board of Directors based on his/her Association experience.
e. Line of Succession
In the event of disability or resignation of the President, the 1stVice President, or 2ndVice President in that order, shall accede automatically to the presidency. In the event of the disability or resignation of the 1stVice President, then the 2ndVice Presidentwill accede automatically to the 1st vice president position. In the event of the disability or resignation of the 2ndVice President, Secretary/Treasurer, or NACD Representative, then the remaining members of the Board shall fill the vacancyfrom the Board or membership-at-large or may elect to hold a special election by mail or electronic communication.
Article 7 – Association Geographic Areas
a. For appropriate representation of districts in the work of the Association, the Commonwealth of Virginia shall be divided into six geographic areas (the “Areas”) generally recognized as follows:
1.Area I: Western Virginia / 2.Area II:Northern Piedmont3.Area III: Central-Tidewater / 4.Area IV: Southwest Virginia
5.Area V: Southern Piedmont / 6.Area VI:Southeast Virginia
b. Each of the six Association geographic Areas shall elect an Area Chair and Vice Chair.
c. Meetings:
i. The Annual Area meeting shall be held during the Annual Meeting of the Association.
ii. A Spring meeting of the Area shall be held at a time, and place, designated by the Area, or the Area Chair.
c. Each of the Association Areas shall hold an annual Area meeting within that area at a time and place designated by the Area Chair.
d.Elections:
Area Chairs and Area Vice-Chairs shall be elected for terms of two years and each may succeed himself/herself once but must vacate the office if he/she resigns or fails to gain re-election or re-appointment to a district board. Election shall be conducted by one of the following methods:
i.By ballot or voice vote of Association members,of that Area, at the annual meeting of the AssociationArea meeting.
ii.In the event of disability or resignation of an Area Chair or Vice Chair, by ballot or voice vote of Association members of that Area, at the Aannual, or other, meeting of the Area or by mail ballot.