Orginization By-laws

By-laws

United Spinal Association of Virginia

(Adopted ________, 2017)

 

 

Article I                Name

The name of the organization is United Spinal Association of Virginia, also known as USAofVA.

 

Article II              Mission

The mission of the organization is to Educate, Empower and Enable individuals living with spinal cord injury and disease.

 

Article III             Membership

An interested party does not have to have a spinal cord injury or disease to become a member.  Anyone who is impacted or wants to make a difference to those living with SCI are welcome to join.

 

Section 1:  Members.  Members will abide by the membership process and pay dues in the amount set by the Board of Directors as prescribed in Article III, Section 3.

 

Rights.  Each member is entitled to the following:

Participate in annual membership meetings as well as educational, social and recreational activities.

Receive email updates, newsletters and publications.

Receive discounts on products, services and events, as offered.

Offer expertise and suggestions to the Board through one of its Advisory Committees.

Additional benefits as determined.

 

Obligations.  Each member must maintain membership in good standing:

Pay any dues.

Abide by the bylaws.

Support the mission statement, policies, and programs.

 

Section 2:  Corporate Members. Any health care facility, related organization, or business which supports the organization’s mission statement may become a Corporate Member by paying the annual dues as prescribed in Article III, Section 3 and following procedures prescribed by the Board.  Corporate members have no voting rights.

 

Section 3:  Dues. The Board of Directors may set dues annually.

 

Section 4:  Membership Year. All members shall participate on an annual basis in accordance with the policies established by the Board of Directors. The membership year runs from January 1 to December 31, unless otherwise decided by the Board.

 

Section 5:  Member Meetings.  The annual meeting of membership shall be held at the option of the Board. An announcement for the annual meeting shall be given to all members in writing, by phone or email at least 14 days before the meeting.  Special meetings of the members may be called by the President or the Directors.

 

Section 6:  Sponsors, Benefactors, Contributors, Advisers, Friends of the Organization.  The Board may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers, friends, or honorary members. Except as the Board shall otherwise designate, these shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

 

Article IV             Board of Directors

Section 1:  Board Members. Board members of the organization shall number no less than five (5) and no more than fifteen (15).

 

Section 2:  Terms.  All Board members shall be elected for three-year terms.  Each Board member shall hold office until the end of the fiscal year in which his/her team expires.  Board members may serve more than one term and shall be re-elected by a majority vote of the Board for each subsequent term.

 

Section 3:  Elections. Candidates for the Board shall be elected by a majority vote of the Board.  Newly elected Board members shall take office at the beginning of the next Board meeting unless otherwise set by the Board.

 

Section 4:  Qualification. All Board members must be members in good standing of the organization or become such following election to the Board.

 

Section 5:  Composition. The Board shall make its best efforts to ensure a portion of its composition reflects the community that it serves.

 

Section 6:  Resignation and Vacancies.  A Board member may resign by delivering his or her written resignation to the Executive Director, President or Secretary. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states. In the event of any vacancy on the Board, any member or Board member may recommend potential candidates to the full Board.  The Board may elect a Board member at any regularly scheduled meeting and the newly elected Board member will fill out the remainder of that term.

 

Section 7:  Duties. The Board shall conduct the activities of the organization in accordance with these bylaws and have the following responsibilities:

Assurance of Integrity and Accountability

  • Ensuring that the organization meets all legal requirements and applicable State and Federal regulations.
  • Providing proper financial oversight to ensure the short and long term needs of the organization.
  • Preparing for, attending, and participating in Board meetings.
  • Participating in one or more Board committees.
  • Adhering to the organization’s code-of-conduct policy.
  • Providing candid, respectful and constructive criticism, comments, and advice regarding the organization.

 

Acquisition and Management of Resources

  • Securing financial resources by making a personal annual contribution and identifying and soliciting potential donors.
  • Utilizing expertise, contacts, and resources to benefit the organization.
  • Determining eligibility for and appointing new Board members.

 

Planning and Evaluation of Programs and Services

  • Assuring that the organization has a useful purpose and well-articulated vision and that the services, programs and activities are consistent with that vision and purpose.
  • Developing and assessing strategic plans, goals, and objectives for effective operation.
  • Attending and supporting functions, fund raising events, and activities.
  • Setting goals and expectations for employees and evaluating their performance.

 

In addition to the rights and duties provided elsewhere in these bylaws, or as custom or parliamentary usage may require, Board members have the rights and duties respectively assigned to them in succeeding parts of this section.  Upon term expiration, resignation or removal, Board members shall turn over all documents pertaining to the organization promptly to the Board.

 

Section 8:  Quorum.  A quorum for a vote by the Board will be fifty percent (50%) of the number of elected Board members at the time of the vote, voting either in presence, by proxy, via teleconference, or via email.  Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

 

The President or other designated Board member shall preside at all Board meetings. The Secretary or other designated Board member shall keep an accurate and permanent record of all meetings of the Board and present the same as directed at any meeting. In the absence of the Secretary at any meeting, a designated attendee shall record the meeting.

 

Board members may be removed for cause by a two-thirds (2/3) vote of the Board provided a quorum is present, after 14  days’ notice of intent, a statement of reasons, and an opportunity for defense.  Board members may also be removed for unexcused absences from Board meetings.

 

Section 9:  Director Emeritus.  A Board member who has retired may be recognized as a Director Emeritus.  In addition, the Board may recognize individuals as Directors Emeritus who have contributed exceptional service to the organization.  This recognition requires a two-thirds (2/3) vote of the Board.  These persons shall have no voting rights at Board meetings.

 

Article V              Officers

Section 1:  Officers.  The Officers of the Board shall be the President, Vice President, Treasurer and Secretary. These Officers shall form the Executive Committee of the organization. The Immediate Past President shall remain on the Executive Committee for a minimum of one year following replacement.  The Board may elect to hire an Executive Director to carry out day-to-day operations of the organization.  The Executive Director shall be a non-voting member of the Executive Committee.

 

Section 2:  Term of Officers. All Officers shall be elected for two-year terms.

 

Section 3:  Election. The President; Vice President, Treasurer and Secretary shall be elected by the Board by majority vote at a meeting in which a quorum is present.  Newly elected Officers shall take office immediately.

 

Section 4:  Qualification. All Officers must be members in good standing of the organization.

 

Section 5:  Vacancies. In the event of any vacancy in an office other than President, the President shall appoint a Board member to serve until the end of that term.  In case of a vacancy in the office of President, the Executive Committee shall appoint a member of the Board to the position of President to fill out the remainder of that term.

 

Section 6:  Duties. In addition to the rights and duties provided elsewhere in the bylaws, or as custom or parliamentary usage may require, the Officers have the rights and duties respectively assigned to them in succeeding parts of this section.  Officers may submit an annual report, shall attend the annual meeting of members and other committee meetings as required. Upon expiration of term, resignation,  or removal, Officers shall turn over all organizational documents promptly to the Board.

 

The President shall work with the Board, Executive Director, employees, and volunteers to ensure that the ongoing programs and services are fulfilling the mission of the organization. He/she shall preside at all meetings of the organization.  He/she may be an ex-officio member with a vote on all other committees.  He/she shall guide and conduct the activities of the organization in accordance with these bylaws, written policies, and legal requirements.

 

The Vice President shall work with the President, Board, Executive Director, employees, and volunteers to ensure the organization can carry out its mission.  In the absence of the President, the Vice President shall perform the duties of the President.

 

The Secretary or designee shall keep minutes as an accurate and permanent record of all meetings and present the same as directed at any meeting.  He/she shall see that the list of members and addresses is kept updated.  He/she shall work with the President, Vice President, and Executive Director to issue notices of meetings upon their direction and perform other duties as may be assigned.

 

The Treasurer shall be responsible for monitoring the receipt and disbursements of funds and the fiscal accountability of the organization.  He/she may chair a Finance Committee with additional duties as specified under Article VIII, Section 2.  He/she may have the authority to disburse monies in accordance with the budget and work with the President, Executive Director, and Board to disburse monies to support day-to-day operations

 

Section 7:  Removal.  Officers may be removed for cause by a two-thirds (2/3) vote of the Board provided a quorum is present, after 14 days’ notice of intent, a statement of reasons, and an opportunity for defense.

Article VI             Executive Director

Section 1:  Executive Director.  The Board shall appoint an Executive Director to provide day-to-day programs and services to support the organization’s mission and achieving its strategic goals.   The Executive Director’s responsibilities shall include oversight of programs and services delivery, fundraising, Board administration and support, financial management, and human resource management.  Responsibilities shall be agreed upon by the Executive Director and the Board.

 

Section 2:  Goals.  The Board may set specific goals for the Executive Director and review performance against those goals on an annual basis.

 

 

 

Article VI             Committees and Advisory Boards

The Board may form committees and advisory boards.  At least one Board member shall serve as a chairperson on a committee or advisory board.  The chairpersons shall report to the Executive Committee.  New committees or advisory boards may be established or existing committees altered by a majority vote of the Board.  Committee members may be Board members but are not required to be, with the exception of the Executive Committee.

 

Article VII            Fiscal Administration

Section 1:  Fiscal Year. The fiscal year of the Chapter shall be Jan. 1 through Dec. 31, or as otherwise determined by the Board.

 

Section 2:  Record Keeping.  The organization shall keep accurate and complete records of all financial transactions and have its books reviewed/audited yearly.  The organization may hire a bookkeeper to maintain records and pay bills.

 

Section 3:  Expenditure of Funds. The President/Executive Director may authorize expenditure of funds under $2,500 without Board approval.  Any unbudgeted expenditure exceeding $2,500 must be authorized by the Board.  Only the Executive Director, Treasurer or President shall be authorized to sign checks.  Other persons, such as a bookkeeper, may be authorized by majority vote of the Board to sign checks.  This authorization will be in effect as long as the bookkeeper is employed and may be revoked at any time by the Treasurer, President, or Executive Director.

 

Section 4:  Personal Liability. The Executive Director, Board members, and Officers of the organization shall not be personally liable for any debt, liability or obligation of the organization. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the organization, may look only to the funds and property of the organization for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree or of any money that may otherwise become due or payable to them from the organization.  This provision shall not eliminate or limit the liability of an officer or director (i) for any breach of the officer’s or director’s duty of loyalty to the organization or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. No provision adopted pursuant to the provisions of this paragraph shall eliminate or limit the liability of an officer or director for any act or omission occurring prior to the date upon which such provision becomes effective.

 

Article VIII          Inspection

Any Board member may inspect the books and records of the organization for any proper purpose at any reasonable time.  Books and records may be made available to others in the interest of the organization.

 

Article IX             Meeting Procedures

Except as otherwise noted, all meetings of the organization shall be governed by the parliamentary rules and procedures contained in Robert’s Rules of Order, Newly Revised.

 

Article X Amendments To Bylaws

These bylaws may be altered, amended or repealed at any regular, special or annual meeting by the Board with a two-thirds (2/3) vote provided that the proposed alteration, amendment, or repeal has been submitted in writing to each Board member at least ten (10) days in advance.