Amended and restated by-laws of Virginia Sheriffs’ Institute, Inc.
Article I – Purposes
The Virginia Sheriffs’ Institute, Inc., a Virginia nonstock, nonprofit, tax-exempt corporation (the ” Corporation” ), shall be organized and operated for the following purposes:
Exclusively charitable and educational purposes and for the purpose of preventing cruelty to children by providing financial aid to boys and girls under twenty-one years of age who are in need of home, camp, training, or school facilities – such purpose to be accomplished primarily through a scholarship program.
Exclusively educational and training purposes, by sponsoring lectures, seminars and similar training type programs suitable for presentation at schools, conventions, conferences, seminars, and through the various media. Said programs are to be directed toward the improvement of the quality of law enforcement and jail administration in the Commonwealth of Virginia and shall cover subject areas including, but not limited to, crime prevention, public safety, criminal investigation developments, civil rights of confined persons, recent developments in the law, preventive law, trial tactics, career opportunities and legislation. Said programs shall be for the benefit of Virginia sheriffs, their deputies and staff, and the general public.
To do and perform all acts which may be incidental to and come legitimately within the scope of the foregoing purposes or which may be necessary or appropriate for the carrying out and accomplishment of the foregoing purposes.
Article II – Members
The Corporation shall have two classes of membership – Voting members and Associate members. Voting members shall consist of all sheriffs in the Commonwealth of Virginia who participate in the fund-raising efforts of the Corporation. Each Voting member shall have one (1) vote in connection with any action taken by the members of the Corporation, including but not limited to, the election of the Board of Directors of the Corporation. Associate members shall consist of (i) those individuals who (a) are interested in carrying out the purposes of the Corporation, (b) have made application, and (c) have made a donation to the Corporation in the amount prescribed from time to time by the Board of Directors, and (ii) those sheriffs in the Commonwealth of Virginia who do not participate in the fund-raising activities of the Corporation. Associate membership may be revoked for cause by a majority vote of the Board of Directors at a regular or special meeting and by notifying the Associate member in writing and returning that member’s donation for the year in question.
Membership shall be solicited by Voting members and through a membership campaign as required.
The annual meeting of the Voting members shall be held each year at such hour, on such day, and at such place, within or without the Commonwealth of Virginia, as fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Unless otherwise required by law, special meetings of the Voting members may be called for any purpose or purposes, by the President (at his discretion), by the Board of Directors, or by the President or Secretary at the request of at least three (3) Directors.
Unless otherwise required by law, the Board of Directors or the President may designate in the notice of meeting any place within or without the Commonwealth of Virginia as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all Voting members may designate any place, within or without the Commonwealth of Virginia, as the place for holding such meeting. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.
(a) Unless otherwise required by law, written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days prior to the date of the meeting, personally, by mail, or by telegraph, teletype, or other form of recorded communication, by or at the direction of the President or the Secretary to each Voting member of record. Notwithstanding the foregoing, however, notice of a Voting members’ meeting to act on an amendment to the Articles of Incorporation, a plan of merger, a proposed sale of substantially all of the assets, or the dissolution of the Corporation shall be delivered not less than twenty-five (25) nor more than sixty (60) days prior to the date of the meeting. If mailed, notice of any Voting members’ meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the Voting member at his address as it appears in the records of the Corporation, with postage thereon prepaid. (b) A Voting member’s attendance at a meeting (1) waives objection to lack of notice or defective notice of the meeting, unless the Voting member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to business transacted at such meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Voting member objects to considering the matter when it is presented and does not thereafter vote for or assent to such particular matter.
At any meeting of the Voting members a majority of the Voting members, represented in person or by proxy, shall constitute a quorum at a meeting of Voting members.
At all meetings of members, a Voting member may vote by proxy executed in writing by the Voting members or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation, or other officer or agent authorized to tabulate votes before or at the time of the meeting, and shall be effective when received by the Secretary or such other officer or agent authorized to tabulate votes.
Article III – Board of Directors
The business and affairs of the Corporation shall be managed under the direction of a Board of Directors.
The Board of Directors shall consist of nine (9) members, eight of whom shall be elected by the Voting members of the Corporation at their annual meeting and the ninth member shall be the immediate past president of the corporation who is still serving as a Virginia sheriff. All Directors shall be Voting members of the Corporation.
Directors shall be elected to serve a one (1) year term. Vacancies shall be filled by the action of the Board of Directors.
A Director may be removed for cause from the Board of Directors by a two-thirds vote of the Voting members at any annual or special meeting of such members at which a quorum is present.
Failure of any Director to attend two meetings, either special or regular, in any fiscal year shall constitute cause for that Director’s removal unless that Director has notified the President or other officer who called the meetings in question at least forty-eight (48) hours prior to the meeting time.
A majority of the Board of Directors then in office present at a meeting shall constitute a quorum for the conducting of all business of the Board of Directors.
Unless otherwise indicated herein, all questions shall be resolved by a majority vote of the Directors.
Any person, organization, or corporation making a donation of a value of more than One Thousand Dollars ($1,000.00) may, by two-thirds vote of the Directors present at a special or regular meeting, be elected to membership on the Board of Directors as an Honorary Director. Such person, organization or corporation will receive a certificate denoting such Directorship; however, Honorary Directors will not have the right to vote.
A regular annual meeting of the Directors shall be held immediately after the annual meeting of the Voting members each year. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
(a) Special meetings of the Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.(b) Notice of any special meeting shall be given at least five (5) days previously thereto by: (1) written notice delivered personally, or by telegram, or mailed to each Director at his business address, or (2) oral notice communicated in person or by telephone. Written notice, if in a comprehensible form, shall be effective at the earliest of the following: (i) when received, (ii) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (iii) on 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 addressee. Oral notice is effective when communicated if communicated in a comprehensible manner. (c) The attendance of or participation by a Director at a meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
The Board of Directors shall permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting.
A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall be effective upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized.
Unless otherwise provided by law, any action required to be taken at a Directors’ meeting, or any action that may be taken at a Directors’ meeting or a committee meeting, may be taken without a meeting if each and every Director entitled to vote on the matter signs one or more written consents setting forth the action, signed either before or after such action, and such consent is included in the minutes or is filed with the Corporation’s records. Such Directors may all sign a single consent in writing or they may each sign singly individual identical copies of the consent in writing.
Article IV – Indemnification of Directors and Officers
The Corporation shall indemnify, to the fullest extent permitted by the Virginia Nonstock Corporation Act, as such Act exists now or may hereafter be amended, its Directors, officers, employees and agents who are made a party to any proceeding by reason of their office for acts or omissions performed in their official capacity.
Article V – Limitation of Liability of Directors and Officers
The liability of any Director or officer in any proceeding brought by members (or a member) of the Corporation in the right of the Corporation or on behalf of the members (or a member) of the Corporation, unless otherwise provided by the laws of the Commonwealth of Virginia, shall be limited to One Hundred Dollars ($100.00) for any damages assessed against a Director or officer arising out of any single transaction, occurrence, or course of conduct pursuant to Section 13.1-870.1 of the Code of Virginia, as may be amended from time to time. If an individual is both a Director and an officer, the limitation on liability stated above shall be the total aggregate amount of liability to which such person may be subject. However, pursuant to Section 13.1-870 of the Code of Virginia, the liability of a Director or officer shall not be limited as provided in this Article V if the Director or officer engaged in willful misconduct or a knowing violation of the criminal law.
Article VI – Officers of the Corporation
The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary. Said officers shall be elected by the Voting members and ratified by the Board of Directors to serve for a period of one year or until their successors are elected and qualified. Said election and ratification will be held at the annual meetings of the Voting members and Board of Directors. The Board may elect or appoint any other officers who need not be members of the Board, including one or more Assistant Secretaries and Treasurers, as it deems desirable.
The President shall be the Chief Executive Officer of the Corporation. He shall present at each meeting of the Board a report of the progress and condition of the Corporation and shall make an annual report to the Voting membership of the Corporation at the annual meeting of such membership. He shall cause to be called regular or special meetings of the Board in accordance with these Bylaws. He shall sign all contracts, agreements, certificates and statements authorized by the Board. He shall see that the books, reports, statements, and certificates required by the Commonwealth of Virginia are properly kept, made and filed according to law. In addition, he shall perform all other duties which usually pertain to the office of President.
The Vice President shall, during the absence or the inability of the President to render and perform his duties or exercise his powers, perform such duties. When so acting he shall have all powers and responsibilities hereby given to, or imposed upon, the President of the Corporation. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.
The Treasurer shall be responsible to the safeguarding of all funds received by the Corporation and for their proper disbursement. Such funds shall be kept on deposit in financial institutions approved by the Board of Directors, subject to checks properly approved and signed by Corporate Officers and/or by the Executive Director or Deputy Director. He shall exhibit his books and accounts to any Director of the Corporation, upon application at the office of the Treasurer during normal working hours. He shall render a statement of the receipts and expenditures at the end of the month to the members of the Board of Directors by mail, and submit a full financial report for the past year to the President so he can include it in his report to the Voting members at the annual meeting of the Voting membership of the Corporation. Upon request, he shall open his books of account and all records under his control to the auditing firm representative authorized by the Board of Directors.
The Secretary shall keep the minutes of the meetings of the Board of Directors, both regular and special, in appropriate books. He shall be custodian of the records of the Corporation and shall serve all notices and attend to the correspondence of the Corporation. In addition, he shall perform all the duties incumbent to the office of the Secretary.
The Board of Directors may remove any officer by a two-thirds vote of Directors present at any meeting, regular and special, with or without cause. Any vacancy in an office may be filled by a majority vote of Directors present at any regular or special meeting.
An officer may resign at any time by delivery of notice to the Board of Directors. Unless otherwise specified in the notice, the resignation shall be effective upon receipt thereof by the Board and the acceptance of the resignation shall not be necessary to make it effective.
The officers of the Corporation shall not receive any salary or compensation for their services, but may be reimbursed for actual expenses incurred, as approved by the Board of Directors.
The Board of Directors may utilize the services of an Executive Director and Deputy Director whom shall perform such duties as the Board of Directors may prescribe.
Article VII – Seal
The Corporation may have a seal. The form of such seal shall be designated by the Board of Directors.
Article VIII – Fiscal Year
The fiscal year of the Corporation shall begin the first day of July and end on the 30th day of June each year.
Article IX – Executive Committee
The Board of Directors may, by resolution passed by a majority of the Board, in its discretion, designate not less than two (2) Directors to constitute an Executive Committee who shall have and exercise the power of the Board of Directors in the management of the business and affairs of the Corporation during the interval between Board meetings to the extent permitted by law.
Article X – Other Committees
Standards for providing aid to needy boys and girls shall be established by a committee appointed by and serving at the pleasure of the Board of Directors. Such committee may be composed in part of persons other than Directors, but it shall include only those individuals competent through professional experience to select recipients this program can best serve.
Standards and topics for educational and training programs shall be established by a committee appointed by and serving at the pleasure of the Board of Directors. Such committee may be composed in part of persons other than Directors, but shall include only those individuals competent through professional experience to select the educational and training type programs as well as forum for such programs so that such programs can prove to be beneficial to all in attendance.
Article XI – Miscellaneous
The Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
No loan in an amount equal to or greater than One Thousand Dollars ($1,000.00) shall be contracted on behalf of the Corporation and no evidence of indebtedness in an amount equal to or greater than the above-stated sum shall be issued in its name unless authorized by a Directors’ resolution. Such authority may be general or confined to specific circumstances.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Directors.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Directors may select.
The President shall insure that there is an annual audit conducted by a certified public accountant of all funds received and expended by the Institute. Upon completion of the audit, the President shall make the audit available to the Board of Directors.
Article XII – Amendments
These By-Laws may be amended, altered, or added to by the majority vote of any regular or special meeting of the Board of Directors provided the Directors have been notified of such proposed amendment, alteration or addition at least fifteen (15) calendar days prior to the meeting.
Adopted: July 20, 1992
Amended: October 12, 2005